Osisko Development Corp. — AGM Information 2020

Oct 27, 2020

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

and

MANAGEMENT INFORMATION CIRCULAR

DATED AS OF OCTOBER 19, 2020

for the

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

of

BAROLO VENTURES CORP.

to be held on

NOVEMBER 20, 2020

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Reverse Takeover described in this information circular.

BAROLO VENTURES CORP. 1600-609 Granville Street Vancouver, British Columbia, V7Y 1C3

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general and special meeting (the “ Meeting ”) of shareholders (“ Barolo Shareholders ”) of Barolo Ventures Corp. (“ Barolo ” or the “ Company ”) will be held at the offices of Barolo located at 1600-609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1C3, on Friday, November 20, 2020 at 8:30 a.m. (Vancouver time), for the following purposes:

1. to receive and consider the audited financial statements of the Company together with the auditor’s report thereon for the financial year ended May 31, 2020;

2. to appoint the independent auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor (the “ Auditor Resolution ”);

3. to elect the directors of Company (the “ Director Appointment Resolution ”), as follows:

4. a. to elect three (3) directors of the Company, being Mr. Scott Ackerman, Mr. Rick Cox, and Mr. Brent Ackerman, to take office immediately after the Meeting (the “ Original Board ”), and

5. b. conditional upon, and concurrently with, the closing of the reverse takeover of the Company by Osisko Gold Royalties Ltd (“ Osisko ”) pursuant to a triangular amalgamation involving the Company, a wholly-owned subsidiary of the Company and a wholly-owned subsidiary of Osisko (the “ RTO Transaction ”), to increase the size of the Company’s board of directors to seven (7) directors, and to elect seven (7) directors of the Company, being Mr. John Burzynski, Mr. Sean Roosen, Ms. Joanne Ferstman, Mr. Charles Page, Ms. Michèle McCarthy, Mr. Duncan Middlemiss, and Mr. Éric Tremblay, to replace the Original Board of directors as of the closing of the RTO Transaction,

all as more particularly described in the management information circular accompanying this Notice of Meeting (the “ Information Circular ”);

1. to consider and, if thought fit, pass, with or without variation, a special resolution (the “ Continuance 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 (the “ Continuance ”), and to approve the adoption of a general by-law of the Company effective upon such Continuance, all as more particularly described in the Information Circular;

2. to consider and, if thought fit, pass, with or without variation, an ordinary resolution (the “ Stock Option Plan Resolution ”) re-approving the existing a stock option plan of the Company and approving a new stock option plan, to become effective upon the closing of the RTO Transaction, all as more particularly described in the accompanying Information Circular;

3. to consider and, if thought fit, pass, with or without variation, an ordinary resolution of the Disinterested Shareholders (as defined below) (the “ RSU Plan Resolution ”) approving a restricted share unit plan (the “ RSU Plan ”) of the Company, to become effective upon the closing of the RTO Transaction, all as more particularly described in the accompanying Information Circular;

4. to consider and, if thought fit, pass, with or without variation, an ordinary resolution of the Disinterested Shareholders (the “ DSU Plan Resolution ”) approving a deferred share unit plan (the “ DSU Plan ”) of the

5. ii -

Company, to become effective upon the closing of the RTO Transaction, all as more particularly described in the accompanying Information Circular;

1. to consider and, if thought fit, pass, with or without variation, an ordinary resolution of the Disinterested Shareholders (the “ Employee Share Purchase Plan Resolution ”) approving an employee share purchase plan (“ Employee Share Purchase Plan ”) of the Company, to become effective upon the closing of the RTO Transaction, all as more particularly described in the accompanying Information Circular; and

2. to transact such further or other business as may properly come before the Meeting and any adjournments thereof.

To be approved, the Continuance Resolution must be passed by a “special resolution”, being 66�% of the votes cast by the Barolo Shareholders in respect of such resolutions at the Meeting. “ Disinterested Shareholders ” means Barolo Shareholders excluding: (i) employees of Barolo, (ii) a person that holds or will hold options under a stock option plan of the Company, restricted share units under the RSU Plan, deferred share units under the DSU Plan, and (iii) any associate of a person referred to in (i) or (ii).

In light of ongoing concerns regarding the spread of COVID-19, Barolo Shareholders are encouraged to vote on the matters before the Meeting by proxy. Barolo Shareholders are encouraged not to attend the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms. As always, the Company encourages Barolo Shareholders to vote their shares prior to the Meeting by following the voting instructions in the accompanying Information Circular.

The Company may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 outbreak. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

If you are a registered shareholder or appointed proxyholder and are planning to attend the Meeting, please notify the Company in advance of the Meeting at either the email address or phone number provided below:

Email: sackerman@emprisecapital.com Telephone: (778) 331-8505

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting. The full texts of the Auditor Resolution (being Item 2), the Director Appointment Resolution (being Item 3), the Continuance Resolution (being Item 4), the Stock Option Plan Resolution (being Item 5), the RSU Plan Resolution (being Item 6), the DSU Plan Resolution (being Item 7) and – the Employee Share Purchase Plan Resolution (being Item 8) referred to above are attached as Appendix “A” “Resolutions to be Approved at the Meeting“ to the Information Circular.

The Board of Directors of Barolo unanimously recommends that Barolo Shareholders vote “FOR” the Auditor Resolution, the Director Appointment Resolution, the Continuance Resolution, the Stock Option Plan Resolution, the RSU Plan Resolution, the DSU Plan Resolution and the Employee Share Purchase Plan Resolution.

The record date for the determination of Barolo Shareholders entitled to receive notice of and to vote at the meeting is the close of business on October 19, 2020 (the “ Record Date ”). Only Barolo Shareholders whose names have been entered in the register of Barolo Shareholders as of the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

Each common share in the capital of Barolo (“ Barolo Share ”) entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting.

• iii -

A Barolo Shareholder may attend the Meeting in person or may be represented by proxy. Barolo Shareholders who are unable to be present at the Meeting are requested to complete, date, sign and return, in the envelope provided for that purpose, the accompanying form of proxy (the “Proxy”) for use at the Meeting or any adjournment thereof. To be effective, the Proxy must be received by our transfer agent, Computershare Investor Services Inc. (Attention: Proxy Department, by mail: 100 University Avenue, 8[th] Floor, Toronto, Ontario, Canada, M5J 2Y1), by no later than 8:30 a.m. (Vancouver Time) on November 18, 2020 or no later than 48 hours (excluding Saturdays, Sundays and holidays) 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. Barolo Shareholders may use the internet (www.investorvote.com) or the telephone (1-866-732-VOTE (8683)) to transmit voting instructions on or before the date and time noted above, and may also use the internet to appoint a proxyholder to attend and vote on behalf of the Barolo Shareholder, at the Meeting. For information regarding voting or appointing a proxy, see the form of Proxy for Barolo Shareholders and/or the section entitled “Proxy Related Information” in the accompanying Information Circular.

Registered Barolo Shareholders who validly dissent in respect of the Continuance Resolution will be entitled to be paid the fair value of their Barolo Shares. The Dissent Rights are described in the Information Circular. Failure to strictly comply with the dissent procedures set forth Sections 237 to 247 of the Business Corporations Act (British Columbia) in the case of the Continuance Resolution, will result in the loss of any Dissent Right. See Appendix “E” – “Dissent Rights Under Business Corporations Act (British Columbia)” in the accompanying Information Circular .

If a Barolo Shareholder received more than one Proxy because such holder owns Barolo Shares registered in different names or addresses, each Proxy should be completed and returned.

If you are a non-registered holder of Barolo Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the Proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

The Proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of Barolo knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting. Barolo Shareholders who are planning on returning the accompanying Proxy are encouraged to review the Information Circular carefully before submitting the Proxy.

An Information Circular, a Proxy or voting instruction form and a financial statement request form accompany this Notice of Meeting.

Dated at the City of Vancouver, in the Province of British Columbia, this 19[th] day of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

Signed “Scott Ackerman”

Scott Ackerman Director, President Chief Executive Officer, Chief Financial Officer and Secretary

Whether or not you expect to attend the Meeting in person, please complete, date, sign and return the accompanying Proxy at your earliest convenience. The accompanying Information Circular provides further information respecting proxies and the matters to be considered at the Meeting and is deemed to form part of this Notice of Meeting.

TABLE OF CONTENTS

GENERAL INFORMATION ..................................................................................................................................... 1 PROXY RELATED INFORMATION ...................................................................................................................... 1 Solicitation of Proxies ............................................................................................................................................... 1 Appointment and Revocation of Proxy ..................................................................................................................... 1 Voting of Shares and Exercise of Discretion of Proxies ............................................................................................ 3 Interest of Certain Persons in Matters to be Acted Upon .......................................................................................... 3 Voting Securities and Principal Holders .................................................................................................................... 3 Corporate Governance ............................................................................................................................................... 4 Audit Committee and Relationship with Auditors ..................................................................................................... 4 Other Matters ............................................................................................................................................................. 4 Additional Information .............................................................................................................................................. 4 EXECUTIVE COMPENSATION.............................................................................................................................. 4 Statement of Executive Compensation ...................................................................................................................... 4 Director and NEO Compensation, Excluding Compensation Securities ................................................................... 4 Stock Options and other Compensation Securities .................................................................................................... 5 Exercise of Compensation Securities by Directors and NEOs .................................................................................. 5 Stock Option Plans and Other Incentive Plans .......................................................................................................... 6 Employment, Consulting and Management Agreements .......................................................................................... 6 Oversight and Description of Director and NEO Compensation ............................................................................... 7 Pension Plan Benefits ................................................................................................................................................ 7 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN ....................... 7 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .................................................................. 8 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ..................................................... 8 PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING ................................................... 9 Overview of Osisko Transaction ............................................................................................................................... 9 Financial Statements .................................................................................................................................................. 9 Appointment of Auditors ........................................................................................................................................... 9 Fixing the Number of Directors and Election of Directors ...................................................................................... 10 Continuance Resolution ........................................................................................................................................... 15 Equity Incentive Plans ............................................................................................................................................. 19 GLOSSARY ............................................................................................................................................................... 34 Appendix “A” Resolutions to be Approved at the Meeting ...................................................................................... A-1 Appendix “B” Corporate Governance Disclosure of Barolo ..................................................................................... B-1 Appendix “C” Audit Committee Disclosure for Barolo ............................................................................................ C-1 Appendix “D” Equity Incentive Plans ...................................................................................................................... D-1 Appendix “E” Dissent Rights Under Business Corporations Act (British Columbia) ............................................... E-1 Appendix “F” Certain Corporate Differences Between BCBCA and the CBCA ...................................................... F-1 Appendix “G” Form of Articles of Continuance ...................................................................................................... G-1 Appendix “H” By-Law No. 1 of Resulting Issuer .................................................................................................... H-1

GENERAL INFORMATION

All capitalized terms used in this Information Circular (including the Appendices, unless otherwise stated) but not otherwise defined herein have the meanings set forth under “Glossary” . Information contained in this Information Circular is given as of October 19, 2020 unless otherwise specifically stated.

PROXY RELATED INFORMATION

Solicitation of Proxies

This Information Circular is provided in connection with the solicitation of proxies by the management of Barolo for use at the annual general and special meeting of the shareholders of the Company to be held on November 20, 2020 at the time and place and for the purposes set out in the accompanying Notice of Meeting and at any adjournment thereof. The solicitation will be made by mail and may also be supplemented by telephone or other personal contact to be made without special compensation by directors, officers and employees of the Company. The Company will bear the cost of this solicitation. The Company will not reimburse shareholders, nominees or agents for the cost incurred in obtaining from their principals authorization to execute forms of proxy.

Appointment and Revocation of Proxy

Registered Barolo Shareholders

Registered Barolo Shareholders may vote their Barolo Shares by attending the Meeting in person or by completing the enclosed Proxy . Registered Barolo Shareholders should deliver their completed Proxies to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario, Canada, M5J 2Y1 (by mail, telephone or internet according to the instructions on the Proxy), not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting, otherwise the Barolo Shareholder will not be entitled to vote at the Meeting by proxy.

The persons named in the Proxy are directors and officers of the Company or appointees of the Company and are proxyholders nominated by management. A Barolo Shareholder has the right to appoint a person other than the nominees of management named in the enclosed Proxy to represent the Barolo Shareholder at the Meeting. To exercise this right, a Barolo Shareholder must insert the name of its nominee in the blank space provided. A person appointed as a proxyholder need not be a shareholder of the Company.

A Registered Barolo Shareholder may revoke a Proxy by:

• (a) signing a Proxy with a later date and delivering it at the place and within the time noted above;

• (b) signing and dating a written notice of revocation (in the same manner as the Proxy is required to be executed, as set out in the notes to the Proxy) and delivering it to the registered office of the Company, located at 2200885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the Proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof;

• (c) attending the Meeting or any adjournment thereof and registering with the scrutineer as a shareholder present in person, whereupon such Proxy shall be deemed to have been revoked; or

• (d) in any other manner provided by law.

Beneficial Barolo Shareholders

The information set forth in this section is of significant importance to many Barolo Shareholders, as many Barolo Shareholders do not hold their Barolo Shares in their own name . Barolo Shareholders holding their Barolo

Shares through banks, trust companies, securities dealers or brokers, trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans or other persons or otherwise not in their own name should note that only proxies deposited by Barolo Shareholders appearing on the records maintained by Barolo’s transfer agent as Registered Barolo Shareholders will be recognized and allowed to vote at the Meeting. If a Barolo Shareholder’s shares are listed in an account statement provided to the Barolo Shareholder by a broker, in all likelihood those shares are not registered in the Barolo Shareholder’s name and that shareholder is a Beneficial Barolo Shareholder. Such shares are most likely registered in the name of the Barolo Shareholder’s broker or an agent of that broker. In Canada the vast majority of such shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms. Barolo Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted at the Meeting at the direction of the Beneficial Barolo Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Barolo Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting.

Regulatory policies require Intermediaries to seek voting instructions from Beneficial Barolo Shareholders in advance of shareholder meetings. Beneficial Barolo Shareholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to Barolo (such Beneficial Barolo Shareholders are designated as non-objecting beneficial owners, or ‘NOBOs’) or objecting to their Intermediary disclosing ownership information about themselves to Barolo (such Beneficial Barolo Shareholders are designated as objecting beneficial owners, or ‘OBOs’).

In accordance with the requirements of NI 54-101, Barolo has elected to send the Notice of Meeting, this Information Circular and a VIF request (instead of a Proxy) directly to the NOBOs and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to OBOs.

Meeting Materials sent to Beneficial Barolo Shareholders are accompanied by a VIF, instead of a Proxy. By returning the VIF in accordance with the instructions noted on it, a Beneficial Barolo Shareholder is able to instruct the Intermediary (or other Registered Barolo Shareholder) how to vote the Beneficial Barolo Shareholder’s shares on the Beneficial Barolo Shareholder’s behalf. For this to occur, it is important that the VIF be completed and returned in accordance with the specific instructions noted on the VIF.

The majority of Intermediaries now delegate responsibility for obtaining instructions from Beneficial Barolo Shareholders to Broadridge in Canada. Broadridge typically prepares a machine-readable VIF, mails these VIFs to Beneficial Barolo Shareholders and asks Beneficial Barolo Shareholders to return the VIFs to Broadridge, usually by way of mail, the Internet or telephone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting by proxies for which Broadridge has solicited voting instructions. A Beneficial Barolo Shareholder who receives a Broadridge VIF cannot use that form to vote shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the shares voted. If you have any questions respecting the voting of shares held through an Intermediary, please contact that Intermediary for assistance.

In either case, the purpose of this procedure is to permit Beneficial Barolo Shareholders to direct the voting of the shares which they beneficially own. A Beneficial Barolo Shareholder receiving a VIF cannot use that form to vote Barolo Shares directly at the Meeting – Beneficial Barolo Shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered. Should a Beneficial Barolo Shareholder who receives a VIF wish to attend the Meeting or have someone else attend on their behalf, the Beneficial Barolo Shareholder may request a legal proxy as set forth in the VIF, which will grant the Beneficial Barolo Shareholder or their nominee the right to attend and vote at the Meeting.

Only Registered Barolo Shareholders have the right to revoke a Proxy. A Beneficial Barolo Shareholder who wishes to change its vote must, at least seven days before the Meeting, arrange for its Intermediary to revoke its VIF on its behalf.

The Meeting Materials are being sent to both registered and non-registered owners of Barolo Shares. If you are a Beneficial Barolo Shareholder and Barolo or its agent has sent the Meeting Materials directly to you, your name and

• 2 -

address and information about your holdings of Barolo’s securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send the Meeting Materials to you directly, Barolo (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF.

Barolo is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of proxyrelated materials in connection with the Meeting.

Voting of Shares and Exercise of Discretion of Proxies

If a Barolo Shareholder specifies a choice with respect to any matter to be acted upon, the Barolo Shares represented by proxy will be voted or withheld from voting by the proxyholder in accordance with those instructions on any ballot that may be called for. In the enclosed Proxy, in the absence of any instructions in the Proxy, it is intended that such Barolo Shares will be voted by the proxyholder, if a nominee of management, in favour of the motions proposed to be made at the Meeting as stated under the headings in the Notice of Meeting accompanying this Information Circular. If any amendments or variations to such matters, or any other matters, are properly brought before the Meeting, the proxyholder, if a nominee of management, will exercise its discretion and vote on such matters in accordance with its best judgment.

The enclosed Proxy, in the absence of any instructions in the Proxy, also confers discretionary authority on any proxyholder other than the nominees of management named in the Proxy with respect to the matters identified herein, amendments or variations to those matters, or any other matters which may properly be brought before the Meeting. To enable a proxyholder to exercise its discretionary authority, a Barolo Shareholder must strike out the names of the nominees of management in the enclosed Proxy and insert the name of its nominee in the space provided, and not specify a choice with respect to the matters to be acted upon. This will enable the proxyholder to exercise its discretion and vote on such matters in accordance with their best judgment.

At the time of printing this Information Circular, management of Barolo is not aware that any amendments or variations to existing matters or new matters are to be presented for action at the Meeting.

Interest of Certain Persons in Matters to be Acted Upon

Barolo is not aware of any material interest, direct or indirect, by way of Beneficial Ownership of securities or otherwise, of each of the following persons in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors:

• (a) each person who has been a director or executive officer of Barolo at any time since the beginning of the Barolo’s last financial year;

• (b) each proposed nominee for election as a director of Barolo; and

• (c) each associate or affiliate of any of the foregoing.

Voting Securities and Principal Holders

Barolo Shareholders of record at the close of business on October 19, 2020 (being the Record Date) who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have their Barolo Shares voted at the Meeting, or any adjournment thereof.

The Company’s authorized capital consists of an unlimited number of Barolo Shares without par value. As at the Record Date, 14,004,287 Barolo Shares were issued and outstanding, each share carrying the right to one vote.

• 3 -

To the knowledge of the directors and senior officers of the Company, as of the date of this Information Circular, no other person owns, directs, or controls, directly or indirectly, 10% or more of the issued and outstanding Barolo Shares other than as disclosed below:

Name of Shareholder	Number of Common Shares	Percentage of Issued and Outstanding(2)
The Emprise Special Opportunities Fund (2017) Limited Partnership	10,000,000(1)	71.41%

Notes:

• (1) The information as to Barolo Shares beneficially owned, controlled or directed, not being within the knowledge of the Company, has been obtained by the Company from Computershare and/or furnished by the Barolo Shareholder listed above.

• (2) On a non-diluted basis.

Corporate Governance

See Appendix “B” – “ Corporate Governance Disclosure of ” .

Audit Committee and Relationship with Auditors

See Appendix “C”– “ Audit Committee Disclosure for Barolo” .

Other Matters

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting, but if any other matters do arise, the persons named in the Proxy intend to vote on any poll, in accordance with their best judgment, exercising discretionary authority with respect to amendments or variations of matters ratified in the Notice of Meeting and other matters which may properly come before the Meeting or any adjournment.

Additional Information

Additional information is available on SEDAR (www.sedar.com) under Barolo’s issuer profile, including financial information provided in Barolo’s financial statements and management discussion and analysis. The audited financial statements for the year ending May 31, 2020 together with the auditor’s report thereon will be presented at the Meeting. Copies of Barolo’s financial statements and management discussion and analysis can be requested from the Company at 1600 - 609 Granville Street Vancouver, British Columbia, Canada, V7Y 1C3.

EXECUTIVE COMPENSATION

Statement of Executive Compensation

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation – Venture Issuers , and sets forth compensation for each of the NEOs and directors of the Company, during the two most recently completed financial years.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, and each director, during the two most recently completed financial years.

• 4 -

Table of Compensation Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name and position	Year (1)	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Scott Ackerman(2) Director, President, CEO, CFO and Secretary	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Brent Ackerman(3) Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Doug McFaul(4) Former Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Simon Tam(5) former Director, CEO and President	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Simon Ma(6) former CFO	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Kevin Beaulieu(7) former Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Craig Walker former Director(8)	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil

(1) Financial year ended May 31.

(2) Scott Ackerman was appointed as a director, President, CEO, CFO and Corporate Secretary of the Company on August 3, 2018. Mr. Ackerman is compensated for his services to the Company through periodic grants of stock option.

(3) Brent Ackerman was appointed as a director of the Company on August 3, 2018.

(4) Doug McFaul was appointed as a director of the Company on August 3, 2018 and resigned on June 17, 2020.

(5) Simon Tam resigned as a director and senior officer of the Company on August 3, 2018.

(6) Simon Ma resigned as CFO of the Company on August 3, 2018.

(7) Kevin Beaulieu resigned as a director of the Company on August 3, 2018.

(8) Craig Walker resigned as a director of the Company on August 3, 2018.

Stock Options and other Compensation Securities

The Company did not grant any stock options or compensation securities to any NEO or director of the Company during the financial year ended May 31, 2020.

Exercise of Compensation Securities by Directors and NEOs

No NEO or director of the Company exercised compensation securities in the most recently completed financial year.

• 5 -

Stock Option Plans and Other Incentive Plans

The Company has adopted a stock option plan (the “ Barolo Option Plan ”) pursuant to which the board may grant options (the “ Barolo Options ”) to purchase common shares of the Company to NEOs, directors and employees of the Company or affiliated corporations and to consultants retained by the Company.

The purpose of the Barolo Option Plan is to attract, retain, and motivate NEOs, directors, employees and other service providers by providing them with the opportunity, through options, to acquire an interest in the Company and benefit from the Company’s growth. Under the Barolo Option Plan, the maximum number of Barolo Shares reserved for issuance, including under Barolo Options currently outstanding, is equal to ten (10%) percent of the Barolo Shares outstanding from time to time (the “ 10% Maximum ”). The 10% Maximum is an “evergreen” provision, meaning that, following the exercise, termination, cancellation or expiration of any Barolo Options, a number of Barolo Shares equivalent to the number of options so exercised, terminated, cancelled or expired would automatically become reserved and available for issuance in respect of future Barolo Option grants.

The number of Barolo Shares which may be the subject of Barolo Options on a yearly basis to any one person cannot exceed five (5%) percent of the number of issued and outstanding Barolo Shares at the time of the grant. Barolo Options may be granted to any employee, officer, director, consultant, affiliate or subsidiary of the Company exercisable at a price which is not less than the market price of common shares of the Company on the date of the grant. The directors of the Company may, by resolution, determine the time period during which any option may be exercised, provided that the exercise period does not contravene any rule or regulation of such exchange on which the Barolo Shares may be listed. All Barolo Options will terminate on the earliest to occur of (a) the expiry of their term; (b) the date of termination of an optionee’s employment, office or position as director, if terminated for just cause; (c) ninety (90) days (or such other period of time as permitted by any rule or regulation of such exchange on which the Barolo Shares may be listed) following the date of termination of an optionee’s position as a director or NEO, if terminated for any reason other than the optionee’s disability or death; (d) thirty (30) days following the date of termination of an optionee’s position as a consultant engaged in investor relations activities, if terminated for any reason other than the optionee’s disability, death, or just cause; and (e) the date of any sale, transfer or assignment of the Barolo Option.

Barolo Options are non-assignable and are subject to early termination in the event of the death of a participant or in the event a participant ceases to be a NEO, director, employee, consultant, affiliate, or subsidiary of the Company, as the case may be. Subject to the foregoing restrictions, and certain other restrictions set out in the Barolo Option Plan, the Barolo Board is authorized to provide for the granting of Barolo Options and the exercise and method of exercise of options granted under the Barolo Option Plan.

There are presently 1,400,000 Barolo Options outstanding under the Barolo Option Plan, 585,000 of which are held directly and indirectly by current NEOs or directors of the Company.

At the Meeting, Barolo Shareholders will be asked to consider an ordinary resolution re-approving the Barolo Option Plan and approving the Resulting Issuer Option Plan, which will replace the existing Barolo Option Plan upon the closing of the RTO Transaction. For additional details related to the Resulting Issuer Option Plan, see “ Particulars of Matters to be Acted Upon at the Meeting – Equity Incentive Plans – Resulting Issuer Option Plan” .

Employment, Consulting and Management Agreements

Management functions of the Company are not, to any substantial degree, performed other than by directors or NEOs of the Company. There are no agreements or arrangements that provide for compensation to NEOs or directors of the Company, or that provide for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a Change of Control in the Company or a change in the NEO or director’s responsibilities.

• 6 -

Oversight and Description of Director and NEO Compensation

Compensation of Directors

Compensation of directors of the Company is reviewed annually and determined by the Barolo Board. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

In the Barolo Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for directors. While the Barolo Board considers Barolo Option grants to directors under the Barolo Option Plan from time to time, the Barolo Board does not employ a prescribed methodology when determining the grant or allocation of Barolo Options. Other than the Barolo Option Plan, as discussed above, the Company does not offer any long-term incentive plans, share compensation plans or any other such benefit programs for directors.

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Barolo Board. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Elements of NEO Compensation

As discussed above, the Company provides a Barolo Option Plan to motivate NEOs by providing them with the opportunity, through Barolo Options, to acquire an interest in the Company and benefit from the Company’s growth. The Barolo Board does not employ a prescribed methodology when determining the grant or allocation of Barolo Options to NEOs. Other than the Barolo Option Plan, the Company does not offer any long-term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit programs for NEOs.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

The following table sets forth information with respect to all compensation plans under which equity securities are authorized for issuance as of May 31, 2020:

• 7 -

Equity Compensation Plan Information

Equity Compensation Plan Information	Equity Compensation Plan Information	Equity Compensation Plan Information	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by securityholders(1)	1,400,000	$0.25	428(1)
Equity compensation plans not approved by securityholders	Nil	N/A	Nil
TOTAL	1,400,000	$0.25	428

• (1) Represents the number of Barolo Shares available for issuance under the Barolo Option Plan, which reserves a number of common shares for issuance, pursuant to the exercise of Barolo Options, that is equal to 10% of the issued and outstanding Barolo Shares from time to time.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this information circular or “routine indebtedness” as defined in Form 51-102F5 of National Instrument 51-102 none of:

• (a) the individuals who are, or at any time since the beginning of the last financial year of the Company were, a director or executive officer of the Company;

• (b) the proposed nominees for election as a director of the Company; or

• (c) any associates of the foregoing persons,

is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any subsidiary of the Company, or is a person whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any subsidiary of the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “Informed Person” means:

• (a) a Director or Officer;

• (b) a director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company;

• (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and

• (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

• 8 -

Except as disclosed below, elsewhere herein or in the Notes to the Company’s financial statements for the financial year ended May 31, 2020 none of

• (a) the Informed Persons of the Company;

• (b) the proposed nominees for election as a Director; or

• (c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Overview of Osisko Transaction

On October 5, 2020, the Company entered into a binding letter agreement (the “ Letter Agreement ”) with Osisko Gold Royalties Ltd (“ Osisko ”), a public company listed on the Toronto Stock Exchange and the New York Stock Exchange, pursuant to which Osisko has agreed to transfer certain non-royalty assets of Osisko to a new subsidiary of Osisko (“ Osisko Subco ”), following which Osisko Subco will amalgamate with a new subsidiary of the Company (“ Barolo Subco ”) under a triangular amalgamation, which will result in a “Reverse Take-Over” and a “Change of Control” (each as defined in the policies of the Exchange) of Barolo (the “ RTO Transaction ”).

In connection with the RTO Transaction, among other things, (i) the Barolo Shares outstanding immediately prior to the closing of the RTO Transaction will be consolidated on the basis of one (1) post-Consolidation Resulting Issuer Share for each sixty (60) pre-Consolidation Barolo Shares, (ii) the board of directors of Barolo will be increased in size and reconstituted, (iii) the management of Barolo shall be reconstituted, and (iv) Barolo will change its name to “Osisko Development Corp.” Following completion of the RTO Transaction, Barolo will be continued from under the Laws of British Columbia under the BCBCA to the Laws of Canada under the CBCA. The RTO Transaction is an Arm’s Length Transaction, the terms of which were determined pursuant to arm’s length negotiations between the management of each of Barolo and Osisko.

For the purposes of this Information Circular, the term “ Resulting Issuer ” refers to the Company upon completion of the RTO Transaction.

Further details of the terms of the RTO Transaction are set out in the Letter Agreement which is available for review under the Company’s profile on SEDAR at www.sedar.com. Please also refer to the press release of the Company dated October 5, 2020 for further information with respect to Osisko and the RTO Transaction.

Financial Statements

At the Meeting, Barolo Shareholders will receive and consider the financial statements of Barolo as at and for the years ended May 31, 2020 and 2019 and the independent auditors’ report thereon, but no vote by the Barolo Shareholders with respect thereto is required or proposed to be taken. These financial statements, the auditor’s report thereon, and management’s discussion and analysis for the financial year ended May 31, 2020 are available under the Company’s profile on SEDAR at www.sedar.com. The Meeting Materials will be available from Computershare, at 100 University Avenue, 8[th] Floor, Toronto, Ontario, Canada, M5J 2Y1 or from the office of the Company’s counsel, which is located at Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8.

Appointment of Auditors

At the Meeting, the Barolo Shareholders will be asked to appoint the auditor of Barolo. Ordinarily, that would involve re-appointing Davidson & Company LLP, Chartered Accountants, Barolo’s current auditors, who have been the

• 9 -

auditors of Barolo since August 1, 2013, to hold office until the next annual meeting of Barolo Shareholders. However, if the RTO Transaction is completed, it will be desirable to change the auditor of the Resulting Issuer. In such circumstance, the Barolo Shareholders will be asked to consider appointing PricewaterhouseCoopers LLP as auditor of the Resulting Issuer.

In order to avoid changing the auditor of Barolo should it prove unnecessary to do so, and in order to dispense with the need to call an additional meeting of Resulting Issuer Shareholders to approve a change of auditor if the RTO Transaction is completed, Barolo Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution appointing Davidson & Company LLP as auditor of the Company effective from the date of the Meeting, provided that if the RTO Transaction is completed PricewaterhouseCoopers LLP will be appointed as auditor of the Resulting Issuer effective 12:01 a.m. (Toronto time) on the day immediately following the closing of the RTO Transaction (the “ Auditor Change Time ”), the full text of which is included in Appendix “A” – “Resolutions to be Approved at the Meeting – Auditor Resolution” .

Davidson & Company LLP has agreed to resign as the auditor of Barolo at the Auditor Change Time. The determination not to re-appoint Davidson & Company LLP as auditor of the Resulting Issuer upon completion of the RTO Transaction has been made in the context of the RTO Transaction and not because of any “reportable event” (as that term is defined in NI 51-102).

If the Auditor Resolution is approved by Barolo Shareholders and the RTO Transaction is completed, then PricewaterhouseCoopers LLP will be appointed as the auditor of the Resulting Issuer effective at the Auditor Change Time. At the time of the Meeting, the RTO Transaction will not yet have been completed and there can be no assurance at that time that the RTO Transaction will be completed.

The Barolo Board unanimously recommends that Barolo Shareholders vote FOR the resolution approving the appointment of the auditors of Barolo and the Resulting Issuer. Unless otherwise directed, it is the intention of the persons designated in the accompanying Proxy to vote FOR the ordinary resolution to approve the appointment of the auditors of Barolo and the Resulting Issuer.

Fixing the Number of Directors and Election of Directors

Each director of the Company is elected annually and holds office until the next annual general meeting of shareholders or until his or her successor is duly elected by shareholders, unless his or her office is earlier vacated in accordance with the articles of Barolo or any successor corporation thereof.

In light of the RTO Transaction, Barolo Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution (the “ Director Appointment Resolution ”):

• (a) fixing the size of the Barolo Board at three (3) directors, subject to increasing the size of the board concurrently with the closing of the RTO Transaction as described in (c) below;

• (b) approving three (3) directors proposed by management of the Company, with each of (i) Mr. Scott Ackerman, (ii) Mr. Rick Cox and (iii) Mr. Brent Ackerman recommended for election at the Meeting (the “ Original Board ”), to hold office until the earlier of (i) the closing of the RTO Transaction or (ii) if the RTO Transaction is not completed, until the next annual meeting of the shareholders or until their successors are duly elected or appointed;

• (c) concurrently with, and conditional upon, the closing of the RTO Transaction, fixing the size of the Resulting Issuer Board at seven (7); and

• (d) concurrently with, and conditional upon, the closing of the RTO Transaction, approving seven (7) directors to the Resulting Issuer Board, with each of (i) Mr. John Burzynski, (ii) Mr. Sean Roosen, (iii) Ms. Joanne Ferstman, (iv) Mr. Charles Page, (v) Ms. Michèle McCarthy, (vi) Mr. Duncan Middlemiss, and (vii) Mr. Éric Tremblay recommended as directors of the Resulting Issuer (the “ Resulting Issuer Board ” and together with the Original Board, the “ Nominees ” and each a “ Nominee ”), to hold office until the next annual general

• 10 -

meeting of the shareholders following the closing of the RTO Transaction, or until their successors are duly elected or appointed.

The full text of the Director Appointment Resolution is included in Appendix “A” – “ Resolutions to be Approved at the Meeting – Director Appointment Resolution .”

The appointment of the Resulting Issuer Board is a condition to the completion of the RTO Transaction.

It is a condition to closing of the RTO Transaction that the Barolo Board shall have been increased to seven (7) directors, and that the the appointment of the Resulting Issuer Board to the Resulting Issuer Board effective as of the closing of the RTO Transaction have been approved by the Barolo Shareholders at the Meeting.

Management does not contemplate that any of the Nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, it is intended that discretionary authority will be exercised by the persons named in the accompanying Proxy to vote the Proxy for the election of any other person or persons in place of any Nominee or Nominees unable to serve. All Nominees have established their eligibility and willingness to serve as directors.

The Barolo Board unanimously recommends that Barolo Shareholders vote FOR the Director Appointment Resolution. Unless authority is withheld, the management proxyholders intend to vote the Barolo Shares represented by each Proxy, properly executed, FOR the Director Appointment Resolution.

Information with respect to each Nominee in the Original Board and Resulting Issuer Board is included below. The disclosure below is based upon information furnished by the respective proposed Nominee. Except as indicated below, each of the proposed Nominees has held the principal occupation shown beside the Nominee’s name in the table below or another executive office with the same or a related company, for the last five years.

Original Board

The following table sets out required information regarding the persons nominated by management for election as a director, and which comprise the Original Board. No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity.

Name, Country of Residence and Present Position with Company	Principal Occupation and, IF NOT at Present an ELECTED Director, Occupation During the Past Five Years	Period From Which Nominee Has Been Director	Number of Common Shares Beneficially Owned(1)
Scott Ackerman(2) British Columbia, Canada President, CEO, CFO, Secretary & Director	President and CEO of Emprise Capital Corp., a company providing management and restructuring services to public companies.	Since August 3, 2018	Nil
Rick Cox (2) British Columbia, Canada Director	Senior officer of a private water sciences manufacturing company, Ocion Water Sciences Inc.	Since June 17, 2020	Nil
Brent Ackerman(2) British Columbia, Canada Director	Owner and licensed acupuncturist and Chinese herbalist at Black Sheep Acupuncture & Herbs	Since August 3, 2018	Nil

Notes:

(1) The information as to shares beneficially owned directly or indirectly or over which a director exercises control or direction, not being within the knowledge of Barolo, was obtained from the directors themselves.

(2) Member of the audit committee.

• 11 -

Resulting Issuer Board

The following table sets out required information regarding the persons nominated by management for election as a director concurrently with, and conditional upon, the closing of the RTO Transaction, which comprise the Resulting Issuer Board. No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the Company acting solely in such capacity, or in connection with the RTO Transaction.

At the time of the Meeting, the RTO Transaction will not yet have been completed and there can be no assurance at that time that the RTO Transaction will be completed. If the RTO Transaction does not proceed, the Original Board of Directors will remain on the Barolo Board for the ensuing year, and the Resulting Issuer Board will not be appointed to the Barolo Board for the ensuing year. If the RTO Transaction proceeds, the size of the Resulting Issuer Board will be increased to seven (7) directors, and the Resulting Issuer Board will be appointed and the term of office of each director of the Resulting Issuer Board will expire immediately prior to the first annual meeting of shareholders of the Resulting Issuer following the completion of the RTO Transaction or until their successors are elected or appointed.

Name, Country of Residence and Present Position with Company	Principal Occupation and, IF NOT at Present an ELECTED Director, Occupation During the Past Five Years	Period From Which Nominee Has Been Director	Number of Common Shares Beneficially Owned(1)
Joanne Ferstman(2)(3) Ontario, Canada Director	Chartered Professional Accountant and Lead Director (2014 – Present)	N/A	Nil
Duncan Middlemiss(2)(3) Ontario, Canada Director	President and CEO of Wesdome Gold Mines Ltd. (2016 – Present); President and CEO of St Andrew Goldfields Ltd. (2013 – 2016)	N/A	Nil
Michèle McCarthy(2)(4) Ontario, Canada Director	President of McCarthy Law Professional Corporation (2003 - Present); President and CEO of Independent Review Inc. (2019 - Present)	N/A	Nil
Charles E. Page(3)(4) Ontario, Canada Lead Director	Corporate Director (2014 – Present) and Professional Geologist	N/A	Nil
Éric Tremblay(4)(5) Ontario, Canada Director	COO of Dalradian Resources Inc.(2015 – Present)	N/A	Nil
Sean Roosen(5) Québec, Canada Chair, CEO and Director	Chair of the Board of Directors and CEO of Osisko (2014 – Present)	N/A	Nil
John Burzynski(5) Ontario, Canada Director	Executive Chairman, CEO and Director of Osisko Mining Inc. (2015 – Present)	N/A	Nil

Notes:

(1) The information as to shares beneficially owned directly or indirectly or over which a director exercises control or direction, not being within the knowledge of Barolo, was obtained from Osisko. As of the date of this Circular, the proposed members of the Resulting Issuer Board do not own any Common Shares. In connection with RTO Transaction, Osisko and Barolo entered into an engagement letter dated October 5, 2020 with Canaccord Genuity Corp. and National Bank Financial Inc., on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to sell on a “bought deal” private placement basis, 13,350,000 subscription receipts of Osisko Subco at a subscription price of $7.50 per subscription receipt. In addition, the underwriters have been granted an over-allotment option of up to an additional 3,333,335 subscription receipts of Osisko Subco. On completion of the RTO Transaction, each subscription receipt of Osisko Subco will entitle the holder thereof to one Resulting Issuer Share and one-half-of-one Resulting Issuer Warrant. As of the date of this Circular, it is anticipated that:

• Mr. Sean Roosen will subscribe for 93,333 subscription receipts of Osisko Subco, which will be converted to 93,333 Resulting Issuer Shares (0.08%) and 46,666 Resulting Issuer Warrants, upon closing of the RTO Transaction;

• Mr. Charles E. Page will subscribe for 25,000 subscription receipts of Osisko Subco, which will be converted to 25,000 Resulting Issuer Shares (0.2%) and 12,500 Resulting Issuer Warrants, upon closing of the RTO Transaction; and

• 12 -

• Ms. Joanne Ferstman will subscribe for 13,333 subscription receipts of Osisko Subco, which will be converted to 13,333 Resulting Issuer Shares (0.1%) and 6,666 Resulting Issuer Warrants, upon closing of the RTO Transaction.

• (2) Expected member of the Audit and Risk Committee of the Resulting Issuer. Ms. Michèle McCarthy is expected to serve as Chair. (3) Expected member of the Human Resources Committee of the Resulting Issuer. Mr. Duncan Middlemiss is expected to serve as Chair. (4) Expected member of the Governance and Nomination Committee of the Resulting Issuer. Mr. Éric Tremblay is expected to serve as Chair. (5) Expected member of the Environment and Sustainability Committee of the Resulting Issuer. Mr. Éric Tremblay is expected to serve as Chair.

As a group, the directors and officers of the Resulting Issuer are not expected to own or control, directly or indirectly, more than 10% of the Resulting Issuer Shares immediately following the completion of the RTO Transaction.

Resulting Issuer Board Biographies

The following are brief biographies of the directors of the Resulting Issuer.

John Burzynski, Director

Mr. John Burzynski currently serves as the Executive Chairman and Chief Executive Officer of Osisko Mining Inc., having served in those capacities since August 2015, and has been a director of Osisko Mining Inc. (formerly Oban Mining Corporation) since incorporation in February 2010. Mr. Burzynski is currently a director of Osisko and, from June 2014 to August 2016, also served as the Senior Vice President, New Business Development. 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. He is a registered P.Geo. in the province of Québec, and has over 30 years of experience as a professional geologist on international mining and development projects.

Charles E. Page, Lead Director

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.

Joanne Ferstman, Director

Ms. Joanne Ferstman is a corporate director and has been Lead Director of Osisko since 2014. She has over 20 years of progressive experience in the financial industry, where she was until 2012 President and Chief Executive 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.

Michèle McCarthy, Director

Ms. Michèle McCarthy is the President of McCarthy Law Professional Corporation and President and Chief Executive Officer of Independent Review Inc. She is an experienced corporate director and has significant experience in corporate restructuring and regulatory compliance. Ms. McCarthy was the Chair of the boards of Sandy Lake Gold Inc., Big 8 Split Inc. TD Split Inc. and 5Banc Split Inc. She also served as a director and member of the Audit Committee and Risk Management Committees at Equity Financial Holdings Inc. She is the former Chair of the Toronto Port Authority and member of the Small Business Advisory Committee of the Ontario Securities Commission. From 1997 to 2002 she was the Chief Legal Officer, Director Compliance and Corporate Secretary for Deutsche Bank

• 13 -

Canada and Deutsche Bank Securities and created its Schedule III bank branch (1997-2002) and consulted on the reorganization of UBS Bank (Canada) and the establishment of UBS AG Canada Branch. From 2007 to 2011, she was the Chief Legal Officer, Corporate Secretary, Chief Privacy Officer, Ombudsman and Head of Compliance for GMAC Residential Funding of Canada, ResMor Trust and Ally.

Ms. McCarthy serves on the boards of the McMichael Foundation, The Rekai Centres and the Honourable Company of Freemen of the City of London in North America. She also served on the boards of Canada’s National Ballet School, the St. George’s Society of Toronto, the University of Toronto (Trinity College) and the Humber Memorial Hospital.

Ms. McCarthy holds an LLB and LLM in Securities Law from Osgoode Hall and has been accredited with an ICD.D designation.

Duncan Middlemiss, Director

Mr. Duncan Middlemiss, P.Eng, is the President and Chief Executive Officer and a director of Wesdome Gold Mines Ltd. Prior to joining Wesdome Gold Mines Ltd., he was President and Chief Executive Officer and a director of St. Andrew Goldfields Ltd. until its acquisition by Kirkland Lake Gold Inc. in January 2016. Mr. Middlemiss joined St. Andrew Goldfields Ltd. in July 2008 as General Manager and Vice President Operations, later assuming the role of Chief Operating Officer. He was appointed as President and Chief Executive Officer in October 2013. He earned a B. Sc. in mining engineering at Queen’s University in 1989 and worked for Inco Limited (now Vale Canada Limited) as Mine Design Engineer until 1995. At that time, he joined Barrick Gold Inc. at their Holt-McDermott Mine, where he held the position of Chief Mine Engineer. In 2002, he joined Foxpoint Resources (now Kirkland Lake Gold Inc.) where he was instrumental in overseeing the rehabilitation, development, and commencement of production at the Macassa Mine beginning as Engineering & Production Manager, and later as Mine Manager. Mr. Middlemiss is a native of Kirkland Lake, Ontario and has extensive experience in the mining of gold deposits in the Abitibi Greenstone Belt. Mr. Middlemiss is the Past Chair of the Ontario Mining Association and remains active in the organization.

Éric Tremblay, Director

Mr. Éric Tremblay has more than 25 years of mine building and mine operations experience, mostly at underground mining operations, culminating in his current position as Chief Operating Officer of Dalradian Resources Inc. and in his previous position as General Manager at Canada’s largest gold mine, Canadian Malartic, which is jointly owned by Agnico-Eagle Mines Limited and Yamana Gold Inc. In 2014, his team achieved a record of more than 500,000 ounces of production at a cost under $700/oz. Previously, Mr. Tremblay was General Manager at IAMGOLD’s Westwood Project, where he participated in closure of the Doyon Mine and construction of the Westwood Project. Mr. Tremblay was charged with completing the permitting, scoping study, feasibility study, surface construction and underground development at Westwood. Further, while at IAMGOLD, he was General Manager of the Sleeping Giant Mine, an underground mine using multiple mining methods (long hole, shrinkage, room and pillar). His mandate was to optimize production and return the mine to profitability. Previous positions included Underground Superintendent at Cambior’s Mouska Mine, Underground Captain/Project Engineer/Senior Supervisor over a seven-year period at Cambior and Barrick’s Doyon Mine, where he was involved in mine-planning, construction, development and production. Mr. Tremblay graduated from Laval University with a B.Sc. in mining engineering and mineral processing.

Sean Roosen, Chair of the Board of Directors and Chief Executive Officer

Mr. Sean Roosen is the Chair of the Board of Directors and Chief Executive Officer of Osisko. As at the RTO Transaction’s closing, he will be the Executive Chair of Osisko. 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

• 14 -

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 Osisko Mining Inc. and Victoria Gold Corp. as a representative of Osisko.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

For the purposes of the following disclosure, “order” means (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation, any of which was in effect for a period of more than thirty (30) consecutive days.

No proposed Nominee of Barolo:

• (a) is, as at the date of this Information Circular, or has been, within ten (10) years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including Barolo) that,

• (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

• (ii) was subject to an order that was issued after the proposed director was acting in the capacity as director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer,

• (b) is, as at the date of this Information Circular, or has been within ten (10) years before the date of this Information Circular, a director or executive officer of any company (including Barolo) 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, amalgamation or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

• (c) has, within the ten (10) years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, amalgamation or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

• (d) 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 securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Continuance Resolution

At the Meeting, Barolo Shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving, among other things, the Continuance of the Resulting Issuer from British Columbia to Canada (the “ Continuance Resolution ”). To be effective, the Continuance Resolution must be approved at the Meeting by at least two-thirds (66� percent) of the votes cast on the Continuance Resolution by the Barolo Shareholders, voting as a

• 15 -

single class, present in person or by proxy at the Meeting. Under the Letter Agreement, approval of the Continuance Resolution by Barolo Shareholders is a condition precedent to the completion of the RTO Transaction.

Assuming the Continuance Resolution is approved at the Meeting, it is the current intention of the Company not to effect the Continuance until after the completion of the RTO Transaction. Notwithstanding the approval of the Continuance Resolution by Shareholders, such resolution provides that the Barolo Board (or, following the Closing, the Resulting Issuer Board) may, in its sole discretion, revoke the Continuance Resolution and abandon such proposed Continuance without further approval or action by or prior notice to Barolo Shareholders.

The full text of the Continuance Resolution is included in Appendix “A” – “Resolutions to be Approved at the Meeting – Continuance Resolution” to this Information Circular.

The Barolo Board unanimously recommends that Barolo Shareholders vote FOR the Continuance Resolution. In the absence of instructions to the contrary, the persons whose names appear in the enclosed Proxy intend to vote FOR the Continuance Resolution.

The Continuance, if approved and effected, will change the legal domicile of the Company and will affect certain of the rights of Barolo Shareholders as they currently exist while the BCBCA applies to the Company. Accordingly, Barolo Shareholders should consult their own independent legal advisors regarding implications of the Continuance which may be of particular importance to them.

Procedure for the Continuance

In order to effect the Continuance, the following steps must be taken:

• (a) the Barolo Shareholders must approve the Continuance Resolution at the Meeting, authorizing the Company to, among other things, file the prescribed application for authorization to continue out of British Columbia (the “ Export Application ”) with the registrar appointed under the BCBCA (the “ BC Registrar ”);

• (b) the BC Registrar must authorize the proposed Continuance (the “ Authorization ”);

• (c) the Company must then file articles of continuance (the “ Articles of Continuance ”), the Authorization and any other necessary documentation online with Corporations Canada, who will then issue a Certificate of Continuance; and

• (d) the Certificate of Continuance received from Corporations Canada must then be submitted to the BC Registrar.

Effect of the Continuance

Upon issuance of a Certificate of Continuance for the Company under the CBCA, the Company will cease to be a corporation governed by the BCBCA and will be governed by the CBCA. The Continuance does not create a new legal entity and will not prejudice or affect the continuity of the Company. The Continuance will not result in any change in the business of the Company. Upon the completion of the Continuance, there is no change in: (i) the ownership of corporate property; (ii) liability for the obligations of the Company; (iii) the existence of a cause of action, claim or liability to prosecution; (iv) enforcement against the Company of any civil, criminal, administrative action or proceedings pending; and (v) the enforceability of any conviction against, or ruling, order or judgment in favour of or against the Company. Furthermore, any Barolo Shares or Resulting Issuer Shares issued before the Continuance will continue to be shares of the Company, as a company governed by the CBCA. The Continuance does not relieve a holder of Barolo Shares of any liability in respect of such Barolo Shares.

Certain Corporate Differences Between the BCBCA and the CBCA

In general terms, the CBCA provides to Barolo Shareholders substantively the same rights as are available to Barolo Shareholders under the BCBCA, including the right of dissent and appraisal and the right to bring derivative actions

• 16 -

and oppression actions. There are, however, important differences. Barolo Shareholders are referred to Appendix “F” attached to this Information Circular for summary of the differences between the BCBCA and CBCA. The summary is not exhaustive and Barolo Shareholders are advised to review the full text of the CBCA and consult their legal advisors regarding the implications of the Continuance.

New By-Law No. 1

Barolo’s existing articles under the BCBCA (the “ Existing Articles ”) have been in place since December 31, 2013. In connection with the Continuance, the Resulting Issuer will adopt new Articles of Continuance and by-laws (the “ New By-Laws ”) to, among other things, increase the quorum requirement for Resulting Issuer Shareholder meetings, include advance notice provisions (the “ Advance Notice Provisions ”) and reflect evolving corporate governance standards. The New By-Laws are attached as Appendix “H” – “By-Law No. 1 of Resulting Issuer” to this Information Circular.

If the RTO Transaction and the Continuance proceed and are completed, the New By-Laws will be the by-laws of the Resulting Issuer. Barolo’s Existing Articles will be repealed as of the coming into force of the New By-Laws. The repeal shall not affect the previous operation of the Existing By-Laws so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, the repealed Existing By-Laws before its repeal.

Quorum Requirement

In line with good corporate governance practices, the quorum for each meeting of the shareholders of the Resulting Issuer will be at least two shareholders of the Resulting Issuer, each of whom is entitled to vote at such meeting, holding or representing not less than ten percent (10%) of the total number of shares carrying the right to vote at such meeting.

Purpose of the Advance Notice Provisions

The purpose of the Advance Notice Provisions contained in the New By-Laws is to provide shareholders of the Resulting Issuer, the Resulting Issuer Board and management of the Resulting Issuer with a procedure for shareholders wishing to nominate a person for election as a director. The Advance Notice Provisions fix a deadline by which shareholders of the Resulting Issuer must submit director nominations to the Resulting Issuer prior to any annual or special meeting of shareholders of the Resulting Issuer at which directors are to be elected and sets forth the information that a shareholders of the Resulting Issuer must include in the notice to the Resulting Issuer in order for such person to be eligible to stand for election as a director at such meeting, all of which is intended to: (i) provide shareholders of the Resulting Issuer with adequate time and disclosure to allow for an informed decision on the election of directors at such meeting, and (ii) provide an opportunity for the Resulting Issuer Board to make an informed determination and, if appropriate, present alternatives to shareholders of the Resulting Issuer.

Dissent Rights

Section 309 of the BCBCA gives to Registered Barolo Shareholders who object to the Continuance out of British Columbia the right to dissent (the “ Dissent Rights ”) under Division 2 of Part 8 in respect of the Continuance and to be paid the fair value of their Barolo Shares determined as of the day before the Continuance Resolution is passed.

Beneficial Barolo Shareholders who wish to dissent should contact the Registered Barolo Shareholder of their Barolo Shares for assistance with exercising the Dissent Right.

The Dissent Right is briefly summarized below, but Barolo Shareholders are referred to the full text of Sections 237 to 247 of the BCBCA for a complete understanding of the Dissent Rights under the BCBCA. A copy of those provisions of the BCBCA is attached to this Information Circular as Appendix “E” – Dissent Rights Under Business Corporations Act (British Columbia)” .

• 17 -

A dissenting Barolo Shareholder who is a Registered Barolo Shareholder and who wishes to exercise the Dissent Right is required to send to the Company, at 1600-609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1C3, a written notice of dissent in respect of the Continuance Resolution at least two days prior to the Meeting (“ Dissent Notice ”). A vote against the Continuance Resolution or an abstention does not constitute a written objection. To be valid, a Dissent Notice must:

• (a) identify in each Dissent Notice the person on whose behalf the dissent is being exercised;

• (b) set out the number of Barolo Shares in respect of which the dissenting Barolo Shareholder is exercising the Dissent Rights (“ Continuance Notice Shares ”), which number cannot be less than all of the Barolo Shares held by the beneficial owner on whose behalf the Dissent Rights are being exercised;

• (c) if the Continuance Notice Shares constitute all of the Barolo Shares of which the dissenting Barolo Shareholder is both the Registered Barolo Shareholder and beneficial owner and the dissenting Barolo Shareholder owns no other Barolo Shares as beneficial owner, a statement to that effect;

• (d) if the Continuance Notice Shares constitute all of the Barolo Shares of which the dissenting Barolo Shareholder is the Registered Barolo Shareholder but the dissenting Barolo Shareholder owns other Barolo Shares as a beneficial owner, a statement to that effect, and

• a. the names of the Registered Barolo Shareholders of those other Barolo Shares;

• b. the number of those other Barolo Shares that are held by each of those Registered Barolo Shareholders;

• c. a statement that the Dissent Notice are being or have been sent in respet of all those other Barolo Shares;

• (e) if a Dissent Right is being exercised by the dissenting Barolo Shareholder on behalf of a beneficial owner who is not a dissenting Barolo Shareholder, a statement to that effect, and

• a. the name and address of the beneficial owner; and

• b. a statement that the dissenting Barolo Shareholder is dissenting in relation to all of the Barolo Shares beneficially owned by the beneficial owner that are registered in the dissenting Barolo Shareholder’s name.

Giving a Dissent Notice does not deprive a dissenting Barolo Shareholder of his, her or its right to vote at the Meeting on the Continuance Resolution. A Barolo Shareholder is not entitled to exercise the Dissent Rights with respect to any Barolo Shares if the Barolo Shareholder votes (or instructs or is deemed, by submission of any incomplete Proxy, to have instructed his, her or its proxyholder to vote) FOR the Continuance Resolution. A dissenting Barolo Shareholder, however, may vote, as a proxy for a Barolo Shareholder whose proxy required an affirmative vote, without affecting his, her or its right to exercise the Dissent Rights.

If the Continuance Resolution is adopted, the Company is required to give notice to the dissenting Barolo Shareholder that the Company intends to act, or has acted, upon that resolution and advising the dissenting Barolo Shareholder of the manner in which dissent is to be completed. Upon receipt of the notice from the Company, a dissenting Barolo Shareholder then has one month within which to submit to the Company or its transfer agent the share certificates representing the dissenting Barolo Shareholder’s Barolo Shares, along with written notice that the dissenting Barolo Shareholder requires the Company to purchase its Barolo Shares, upon the doing of which the dissenting Barolo Shareholder will be deemed to have sold, and the Company will be deemed to have purchased, the dissenting Barolo Shareholder’s Barolo Shares.

If the Company and the dissenting Barolo Shareholder cannot agree on the payout value for the dissenting Barolo Shareholder’s Barolo Shares, either the dissenting Barolo Shareholder or the Company may apply to the court to fix

• 18 -

the fair value of the dissenting Barolo Shareholder’s Barolo Shares. The court can either fix a payout value or order the matter to be determined by arbitration or by reference to the registrar or a referee of the court. The Company may not make payment to a dissenting Barolo Shareholder where there are reasonable grounds for believing that the Company is insolvent or that payment would render the Company insolvent.

A Dissent Notice ceases to be effective if, among other things, the Barolo Shareholder giving a Dissent Notice consents to or votes in favour of the Continuance Resolution.

If the Continuance is not implemented for any reason, dissenting Barolo Shareholders will not be entitled to be paid the fair value for their Barolo Shares and the dissenting Barolo Shareholders will be entitled to the return of any share certificates delivered to the Company in connection with the exercise of the Dissent Right.

Barolo Shareholders who wish to exercise the Dissent Right should carefully review the dissent procedures described in Sections 237 to 247 of the BCBCA and seek legal advice, as failure to adhere strictly to the Dissent Right requirements may result in the loss of any Dissent Rights.

Registered Barolo Shareholders have Dissent Rights in respect of the Continuance Resolution as governed by Sections 237 to 247 of the BCBCA. The Dissent Rights must be strictly complied with in order for a Registered Barolo Shareholder to receive cash representing the fair value of Barolo Shares held. To exercise the Dissent Rights in respect of the Continuance Resolution, a written notice of objection to the Continuance Resolution must be received by Barolo in accordance with the instructions set out in this Information Circular by 5:00 p.m. (Vancouver time) on Thursday, November 19, 2020, being the business day preceding the Meeting (as may be adjourned or postponed from time to time). See “BCBCA Rights of Dissent in Respect of the Continuance Resolution” attached as Appendix “E” – “Dissent Rights Under Business Corporations Act (British Columbia)” to this Information Circular .

Equity Incentive Plans

The Resulting Issuer Option Plan, the Resulting Issuer RSU Plan, the Resulting Issuer DSU Plan and the Resulting Issuer Employee Share Purchase Plan (collectively, the “ Equity Incentive Plans ”), copies of which are attached as Appendix “D” – “Equity Incentive Plans” to this Information Circular, are proposed to be adopted for the Resulting Issuer. Pursuant to Exchange Policy 4.4, Barolo Shareholders will be asked to consider and, if thought fit, pass, with or without variation, an ordinary resolution approving the Resulting Issuer Option Plan at the Meeting. Disinterested Shareholders will also be asked to consider and, if thought fit, pass, with or without variation, an ordinary resolution approving the Resulting Issuer RSU Plan, the Resulting Issuer DSU Plan and the Resulting Issuer Employee Employee Share Purchase Plan at the Meeting. Approval of the Equity Incentive Plans at the Meeting is a condition precedent to the completion of the RTO Transaction.

Option Plans

The Company currently has an option plan in place, being the Barolo Option Plan, pursuant to which the Barolo Board may grant Barolo Options to NEOs, directors and employees of the Company or affiliated corporations and to consultants retained by the Company.

The purpose and details of the Barolo Option Plan are described further under the section of this Information Circular titled “ Executive Compensation - Stock Option Plans and Other Incentive Plans ”. The Resulting Issuer Option Plan, a copy of which is included in Appendix “D” – “Equity Incentive Plans” to this Information Circular, is proposed to be adopted for the Resulting Issuer upon completion of the RTO Transaction. Pursuant to Exchange Policy 4.4, Barolo Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution to re-approve the Barolo Option Plan and to approve, conditionaly upon and concurrently with, the closing of the RTO Transaction, the Resulting Issuer Option Plan (the “ Option Plan Resolution ”), the full text of – “ which is included in Appendix “A” Resolutions to be Approved at the Meeting – Resulting Issuer Option Plan Resolution ” to this Information Circular.

The Barolo Board unanimously recommends that Barolo Shareholders vote for the Option Plan Resolution. The aggregate number of Resulting Issuer Shares which may be made available for issuance under the Resulting Issuer

• 19 -

Option Plan and all other Equity Incentive Plans will not exceed 10% of the total number of issued and outstanding Resulting Issuer Shares from time to time. The purpose of the Resulting Issuer Option Plan is to attract, retain and motivate persons as directors, officers, employees and Consultants of the Resulting Issuer and any subsidiaries (hereinafter “ Resulting Issuer Optionees ”), and to advance the interests of the Resulting Issuer by providing such persons with the opportunity, through Resulting Issuer Options, to acquire an increased proprietary interest in the Resulting Issuer, encouraging them to remain associated with the Resulting Issuer and/or subsidiaries and furnishing them with additional incentive in their efforts on behalf of the Resulting Issuer and/or subsidiaries. Under the policies of the Exchange, the Resulting Issuer Option Plan will require annual shareholder approval at each annual meeting of the Resulting Issuer.

The Option Plan Resolution is an ordinary resolution, which must be passed by more than 50% of the votes cast by those Barolo Shareholders entitled to vote, whether cast in person or by proxy. In the absence of contrary instructions, the persons named in the accompanying Proxy intend to vote the Resulting Issuer Shares represented thereby FOR the Option Plan Resolution.

If the Option Plan Resolution is approved by Barolo Shareholders and the RTO Transaction is completed, the Resulting Issuer Option Plan will be authorized to be implemented by the Resulting Issuer.

The following is a summary of the principal terms of the Resulting Issuer Option Plan, which is qualified in its entirety by reference to the text of the Resulting Issuer Option Plan, a copy of which is included in Appendix “D” attached to this Information Circular:

• The aggregate number of Resulting Issuer Shares to be delivered upon the exercise of all Resulting Issuer Options granted under the Resulting Issuer Option Plan and pursuant to all other Security Based Compensation Arrangements shall not exceed the greater of ten percent (10%) of the issued and outstanding Resulting Issuer Shares at the time of granting of Resulting Issuer Options (on a non-diluted basis).

• Any increase in the issued and outstanding Resulting Issuer Shares will result in an increase in the available number of Resulting Issuer Shares issuable under the Resulting Issuer Option Plan, and any exercises of Resulting Issuer Options will make new grants available under the Resulting Issuer Option Plan, effectively resulting in a re-loading of the number of Resulting Issuer Options available to grant under the Resulting Issuer Option Plan. If any Resulting Issuer Options granted expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for the purpose of the Resulting Issuer Option Plan.

• Subject to the provisions of the Resulting Issuer Option Plan and rules of the Exchange, the Resulting Issuer Board, or the Compensation Committee of the Resulting Issuer, as applicable, shall have authority to construe and interpret the Resulting Issuer Option Plan and all Resulting Issuer Option agreements entered into in connection with the grant of Resulting Issuer Options under the Resulting Issuer Option Plan, to define the terms used in the Resulting Issuer Option Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind the terms of the Resulting Issuer Option Plan and to make all other determinations necessary or advisable for the administration of the Resulting Issuer Option Plan.

• The Price per share at which any Resulting Issuer Share which is the subject of a Resulting Issuer Option may be purchased (the “ Exercise Price ”) will be established by the Resulting Issuer Board or the Compensation Committee of the Resulting Issuer, as applicable, subject to the rules of the regulatory authorities having jurisdiction over the securities of the Resulting Issuer, on the basis of the market price at the time the Resulting Issuer Option is granted, where “ market price ” shall mean the closing price of the Resulting Issuer Shares on the Exchange on the trading date immediately preceding the date of the option grant in question, subject to applicable Laws and regulations; provided, however, that where there is no such closing price or trade on the trading date immediately preceding the date of the option grant in question, then “ market price ” shall mean the closing price or trade on the immediately preceding

• 20 -

trading date of such date in question on which shares of the Resulting Issuer actually traded and for which there is a closing price on the Exchange.

• The period within which such Resulting Issuer Option shall be exercised (the “ Option Period ”) shall be a period of time fixed by the Resulting Issuer Board and set out in an agreement pursuant to which the Resulting Issuer Options are granted, not to exceed ten (10) years from the date the Resulting Issuer Option is granted, provided that the Option Period shall be reduced with respect to any Resulting Issuer Option as provided in the Resulting Issuer Option Plan and provided that the Option period may be extended beyond ten (10) years where the expiry date falls within a Blackout Period.

• The maximum number of Resulting Issuer Shares which may be issued to any one Resulting Issuer Optionee under the Resulting Issuer Option Plan together with any other Security Based Compensation Arrangement in any 12 month period shall not exceed 5% of the number of Resulting Issuer Shares outstanding (on a non-diluted basis) from time to time, unless Disinterested Shareholder approval is obtained pursuant to the policies of the Exchange or any stock exchange or regulatory authority having jurisdiction over the securities of the Resulting Issuer.

• The maximum number of Resulting Issuer Shares which may be issuable to any one Consultant (as defined in the Resulting Issuer Option Plan) within any 12 month period under the Resulting Issuer Option Plan together with any other Security Based Compensation Arrangement shall not exceed 2% of the number of Resulting Issuer Shares outstanding on a non-diluted basis.

• The maximum number of Resulting Issuer Shares which may be issuable to all Investor Relations Employees within any 12 month period under the Resulting Issuer Option Plan together with any other Security Based Compensation Arrangement shall not exceed 2% of the number of Resulting Issuer Shares outstanding on a non-diluted basis.

• No Resulting Issuer Options can be granted under the Resulting Issuer Option Plan if the Resulting Issuer is on notice from the Exchange to transfer its listed shares to the NEX or while the Resulting Issuer Shares trade on the NEX.

• The maximum number of Resulting Issuer Shares which may be issuable to all Insiders at any time under the Resulting Issuer Option Plan together with any other Security Based Compensation Arrangement shall not exceed 10% of the Resulting Issuer Shares outstanding (on a non-diluted basis) from time to time. The number of Resulting Issuer Shares issued to Insiders within any one year period pursuant to all of the Resulting Issuer’s Security Based Compensation Arrangements shall not exceed 10% of the number of outstanding Resulting Issuer Shares on a non-diluted basis.

• If a Option Plan Participant ceases to be an executive director, officer, Consultant, employee or an Investor Relations Employee of the Resulting Issuer or a subsidiary for any reason (other than disability, retirement with the consent of the Company or death) the Resulting Issuer Options granted to such Option Plan Participant may be exercised in whole or in part by the Option Plan Participant, during a period commencing on the date of such cessation and ending 90 days thereafter (or if the Option Plan Participant is an Investor Relations Employee, 30 days thereafter) or on the expiry date, whichever comes first.

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

• 21 -

• In the event that the term of an Resulting Issuer Option expires during such period of time during which Insiders are prohibited from trading in Resulting Issuer Shares as provided by the Resulting Issuer’s insider trading policy, as it may be implemented and amended from time to time (the “ Blackout Period ”) or within 10 Business Days thereafter, the option shall expire on the date that is 10 Business Days following the Blackout Period.

• If any Resulting Issuer Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Resulting Issuer Shares subject thereto shall again be available for the purpose of the Resulting Issuer Option Plan.

• The approval of the Resulting Issuer Board and the requisite approval from the Exchange and the Resulting Issuer Shareholders shall be required for any of the following amendments to be made to the Resulting Issuer Option Plan:

• an increase to the number of Resulting Issuer Shares issuable under the Resulting Issuer Option Plan or a change from a fixed maximum percentage plan to a fixed maximum number of shares;

• a reduction in the exercise Exercise Price of an Resulting Issuer Option (for this purpose, a cancellation or termination of an option of an Option Plan Participant prior to its expiry for the purpose of reissuing Resulting Issuer Options to the same Option Plan 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;

• an increase in the maximum number of Resulting Issuer Shares that may be issued to Insiders within any one year period or that are issuable to Insiders at any time as set out in the Exchange’s Corporate Finance Manual;

• an extension of the term of any Resulting Issuer Option beyond the original expiry date;

• any change to the definition of Option Plan Participant which would have the potential of broadening or increasing Insider participation;

• the addition of any form of financial assistance;

• any amendment to a financial assistance provision which is more favourable to optionees;

• any amendment to the transferability of assignability of any rights under the Resulting Issuer Option Plan;

• any amendment that affects the power of the Resulting Issuer Board to amend the Resulting Issuer Option Plan; and

• any other amendments that may lead to significant or unreasonable dilution in the Resulting Issuer’s outstanding securities or may provide additional benefits to Option Plan Participants, especially Insiders, at the expense of the Resulting Issuer and its existing Resulting Issuer Shareholders.

• The Resulting Issuer Board may, without Resulting Issuer Shareholder approval but subject to receipt of requisite approval from the Exchange, in its sole discretion make all other amendments to the Resulting Issuer Option Plan including, without limitation:

• amendments of housekeeping nature, such as to rectify typographical errors and/or to include clarifying provisions for greater certainty;

• a change to the vesting provisions of an option or the Resulting Issuer Option Plan;

• 22 -

• amendments necessary as a result of changes in Securities Laws and other Laws applicable to the Resulting Issuer;

• if the Resulting Issuer becomes listed or quoted on a stock exchange or stock market senior to the Exchange, it may make such amendments as may be required by the policies of such senior stock exchange or market; and

• Subject to terms of the Resulting Issuer Option Plan and the rules of the Exchange, the Exercise Price of a Resulting Issuer Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Resulting Issuer Option and the date the Resulting Issuer Shares commenced trading on the Exchange, and the date of the last amendment of the Exercise Price.

• A Resulting Issuer Option must be outstanding for at least one year before the Resulting Issuer may extend its term, subject to the limits contained in the Resulting Issuer Option Plan.

• Any proposed amendment to the terms of a Resulting Issuer Option is subject to the rules of the Exchange.

• The Resulting Issuer shall obtain Disinterested Shareholder approval prior to any of the following actions becoming effective:

• The Resulting Issuer Option Plan, together with all of the Resulting Issuer’s other Security Based Compensation Arrangements, could result at any time in: (i) the number of Resulting Issuer Shares reserved for issuance under Resulting Issuer Options granted to Resulting Issuer Insiders exceeding 10% of the outstanding Resulting Issuer Shares, (ii) the grant to Resulting Issuer Insiders within a 12-month period of a number of Resulting Issuer Options exceeding 10% of the outstanding Resulting Issuer Shares; and (iii) the issuance to any one Option Plan Participant within a 12-month period, of a number of Resulting Issuer Shares exceeding 5% of outstanding Resulting Issuer Shares; or

• Any reduction in the Exercise Price of any Resulting Issuer Option previously granted to Resulting Issuer Insiders.

The above summary is qualified in its entirety by the full text of the Resulting Issuer Option Plan, which is set out in Appendix “D” to this Information Circular. The Barolo Board encourages Barolo Shareholders to read the full text of the Resulting Issuer Option Plan before voting on the Option Plan Resolution.

The Resulting Issuer Option Plan is a “rolling” stock option plan. Under Exchange Policy 4.4, a listed company on the Exchange is required to obtain the approval of its shareholders for a “rolling” stock option plan at each annual meeting of shareholders.

Resulting Issuer RSU Plan

The Resulting Issuer RSU Plan, a copy of which is included in Appendix “D” – “Equity Incentive Plans” to this Information Circular, is proposed to be adopted for the Resulting Issuer. Pursuant to Exchange Policy 4.4, Disinterested Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution (the “ RSU Plan Resolution ”) approving, ratifying and confirming the Resulting Issuer RSU Plan, and approving the issuance of up to 4,000,000 Resulting Issuer Shares under the Resulting Issuer RSU Plan, the full text of which is included in Appendix “A” – “ Resolutions to be Approved at the Meeting – Resulting Issuer RSU Plan Resolution ”.

The Barolo Board recommends that Disinterested Shareholders vote for the RSU Plan Resolution. The purpose of the Resulting Issuer RSU Plan is to advance the interests of the Resulting Issuer and its subsidiaries by: (i) assisting the Resulting Issuer and its subsidiaries in attracting and retaining individuals with experience and ability, (ii) allowing certain executive members of the Resulting Issuer Board, officers, employees of the Resulting Issuer and its

• 23 -

subsidiaries and RSU Consultants to participate in the long term success of the Resulting Issuer, and (iii) promoting a greater alignment of interests between the executive members of the Resulting Issuer Board, officers, employees and RSU Consultants designated under the Resulting Issuer RSU Plan and the Resulting Issuer Shareholders. As of the date of this Information Circular, there are no entitlements outstanding under the Resulting Issuer RSU Plan.

The RSU Plan Resolution is an ordinary resolution, which must be passed by more than 50% of the votes cast by the Disinterested Shareholders of Barolo entitled to vote, whether cast in person or by proxy. In the absence of contrary instructions, the persons named in the accompanying Proxy intend to vote the Resulting Issuer Shares represented thereby FOR the RSU Plan Resolution.

If the RSU Plan Resolution is approved by Disinterested Shareholders and the RTO Transaction is completed, the Resulting Issuer RSU Plan will be authorized to be implemented by the Resulting Issuer.

The following is a summary of the principal terms of the Resulting Issuer RSU Plan, which is qualified in its entirety – by reference to the text of the Resulting Issuer RSU Plan, a copy of which is included in Appendix “D” “Equity Incentive Plans” attached hereto:

• The aggregate number of Resulting Issuer Shares reserved for issuance from treasury under the Resulting Issuer RSU Plan shall not exceed 4,000,000 Resulting Issuer Shares, provided, however, the number of Resulting Issuer Shares reserved for issuance from treasury under the Resulting Issuer RSU Plan and pursuant to all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries shall, in the aggregate, not exceed 10% of the number of Resulting Issuer Shares then issued and outstanding. Any Resulting Issuer Shares subject to a RSU which has been cancelled or terminated in accordance with the terms of the Resulting Issuer RSU Plan without settlement will again be available under the Resulting Issuer RSU Plan.

• The Resulting Issuer RSU Plan shall be administered by the Compensation Committee of the Resulting Issuer, which comes under the authority of the Resulting Issuer Board. The Compensation Committee of the Resulting Issuer has full power and authority to interpret the Resulting Issuer RSU Plan, to establish any rules and regulations and to adopt any condition that it deems necessary or desirable for the administration of the Resulting Issuer RSU Plan within the limits prescribed by applicable legislation. The Compensation Committee of the Resulting Issuer may designate, upon recommendation from the President or Chief Executive Officer, from time to time and at their sole discretion, the executives and key employees of the Resulting Issuer or of a subsidiary who are entitled to participate in the Resulting Issuer RSU Plan.

• The grant of RSUs under the Resulting Issuer RSU Plan is subject to a number of restrictions:

• the aggregate number of Resulting Issuer Shares which may be reserved for issuance to Resulting Issuer Insiders under the Resulting Issuer RSU Plan and all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries shall not, in the aggregate, exceed ten percent (10%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis;

• within any twelve (12) month period, the Resulting Issuer shall not issue to Resulting Issuer Insiders under the Resulting Issuer RSU Plan and all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries, in the aggregate, a number of Resulting Issuer Shares exceeding ten percent (10%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis;

• within any twelve (12) month period, the Resulting Issuer shall not issue to any one Person (and companies wholly-owned by that Person) under the Resulting Issuer RSU Plan and all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries, in the aggregate, a number of Resulting Issuer Shares exceeding five percent (5%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis; and

• 24 -

• within any twelve (12) month period the Resulting Issuer shall not issue to a RSU Consultant under the Resulting Issuer RSU Plan and all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries, in the aggregate, a number of Resulting Issuer Shares exceeding two percent (2%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis.

• Whenever cash or other dividends are paid on Resulting Issuer Shares, additional RSUs will be automatically granted to each RSU Plan 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 RSU Plan Participant if the RSU Plan Participant’s RSUs had been Resulting Issuer Shares by the RSU Market Value on the date on which the dividends were paid on the Resulting Issuer Shares. RSUs granted to a RSU Plan Participant by reason of cash or other dividend shall be subject to the same vesting as the RSUs to which they relate. Notwithstanding the foregoing, nothing in the Resulting Issuer RSU Plan shall permit the Resulting Issuer to grant RSUs in excess of the maximum number of Resulting Issuer Shares reserved for issuance from treasury under the Resulting Issuer RSU Plan.

• Vesting and settlement provisions under the Resulting Issuer RSU Plan are as follows:

• Unless otherwise indicated by the Compensation Committee of the Resulting Issuer, upon grant (as to the vesting term) each RSU shall vest on the third (3[rd] ) anniversary of the grant date. Furthermore, in the case of RSUs subject to performance vesting conditions, such RSUs shall be multiplied by the performance percentage determined by the Resulting Issuer Board upon vesting, provided however that should such performance percentage exceed 100%, then the Resulting Issuer shall be entitled to settle such amount that exceeds 100% in cash at its sole discretion. Notwithstanding the foregoing, the Compensation Committee of the Resulting Issuer may, in its entire discretion, accelerate the terms of vesting of any RSUs in circumstances deemed appropriate by the Compensation Committee of the Resulting Issuer.

• Should a RSU Plan Participant cease to be eligible under the Resulting Issuer RSU Plan pursuant to the termination of employment provisions of the Resulting Issuer RSU Plan, notwithstanding any Benefits Extension Periods granted, any RSUs held by such RSU Plan Participant shall expire within twelve (12) months from the date on which such RSU Plan Participant ceases to be eligible and any vested RSUs granted to such RSU Plan Participant must be settled, pursuant to the procedures outlined in the Resulting Issuer RSU Plan, within a maximum of ten (10) years following the date of grant.

• Following the vesting date, the RSU Plan Participant shall elect to receive from the Resulting Issuer, as applicable (i) Resulting Issuer Shares issued from treasury equal in number to the vested RSUs in the RSU Plan Participant’s account, (ii) a lump sum payment in cash equal to the number of vested RSUs recorded in the RSU Plan Participant’s account multiplied by the RSU Market Value of a Resulting Issuer Share on the Settlement Date, payable in the form of a cheque, or other payment method as determined by the Compensation Committee of the Resulting Issuer, in each case, less any applicable withholding taxes and other deductions required by law to be withheld by the Resulting Issuer in connection with the satisfaction of the holder’s RSUs, or (iii) any combination of the foregoing. Notwithstanding the election of the RSU Plan Participant (or his or her succession), the Compensation Committee of the Resulting Issuer, in its sole discretion, shall be entitled to settle the RSU Plan Participant’s account in any form provided for in the Resulting Issuer RSU Plan.

• Upon an RSU Change of Control, all outstanding RSUs shall 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 Resulting Issuer’s assets to shareholders or any other change affecting

• 25 -

the Resulting Issuer 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 RSU Plan Participant, provided that no fractional RSUs shall be issued to RSU Plan Participants and the number of RSUs to be issued in such event shall be rounded down to the next whole number of RSUs.

• If a RSU Plan 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 RSU Plan Participant of such termination, or as of the date on which the Resulting Issuer or the subsidiary receives communication of a voluntary resignation, all outstanding RSUs shall be terminated.

• If a RSU Plan Participant ceases to be an employee of the Resulting Issuer 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:

• For each outstanding RSUs granted – fixed component:

• (i) in the event the RSU Plan 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 the termination for 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 RSU grant; or

• (ii) in the event the RSU Plan 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 included in the Benefits Extension Period and those actually worked from the date of grant of such RSUs up until the date of the termination for 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 RSU grant; and

• For each outstanding RSUs granted – performance vesting:

• (i) 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 termination for 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 Resulting Issuer Board.

• A voluntary resignation will be considered as retirement if the RSU Plan Participant has reached normal retirement age under the Resulting Issuer benefit plans or policies, unless the Compensation Committee of the Resulting Issuer decides otherwise at its sole discretion.

• The approval of the Resulting Issuer Board and the requisite approval from the Exchange and Disinterested Shareholders of the Resulting Issuer shall be required for any of the following amendments to be made to the Resulting Issuer RSU Plan:

• any increase to the percentage of Resulting Issuer Shares reserved for issuance under the Resulting Issuer RSU Plan or a change from a fixed maximum percentage of shares to a fixed maximum number of Resulting Issuer Shares;

• any change to the definition of RSU Plan Participant which would have the potential of broadening or increasing Insider participation;

• 26 -

• remove or exceed the Insider participation limit prescribed by the Exchange’s Corporate Finance Manual; and

• any amendment that may modify or delete the amendment, suspension or termination section of the Resulting Issuer RSU Plan.

• The Resulting Issuer Board may, subject to receipt of requisite approval from the Exchange, in its sole discretion make all other amendments to the Resulting Issuer RSU Plan that are not of the type contemplated above including, without limitation, amend, suspend or terminate the Resulting Issuer RSU Plan in whole or in part or amend the terms of RSUs credited in accordance with the Resulting Issuer RSU Plan. If any such amendment, suspension or termination will materially or adversely affect the rights of a RSU Plan Participant with respect to RSUs credited to such RSU Plan Participant, the written consent of such RSU Plan Participant to such amendment, suspension or termination shall be obtained. Notwithstanding the foregoing, the obtaining of the written consent of any RSU Plan Participant to an amendment, suspension or termination which materially or adversely affects the rights of such RSU Plan 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 Resulting Issuer are listed. If the Compensation Committee of the Resulting Issuer terminates the Resulting Issuer RSU Plan, RSUs previously credited to RSU Plan Participants shall remain outstanding and in effect and be settled in due course in accordance with the terms of the Resulting Issuer RSU Plan (which shall continue to have effect, but only for such purposes) on the Settlement Date.

• The rights and interests of a RSU Plan Participant in respect of the Resulting Issuer RSU Plan are not transferable or assignable other than by will or the Laws of succession to the legal representative of the RSU Plan Participant.

The above summary is qualified in its entirety by the full text of the Resulting Issuer RSU Plan, which is included in Appendix “D” – “Equity Incentive Plans” to this Information Circular. The Barolo Board encourages Barolo Shareholders to read the full text of the Resulting Issuer RSU Plan before voting on the RSU Plan Resolution.

Resulting Issuer DSU Plan

The Resulting Issuer DSU Plan, a copy of which is included in Appendix “D” – “Equity Incentive Plans” to this Information Circular, is proposed to be adopted for the Resulting Issuer. Pursuant to Exchange Policy 4.4, Disinterested Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution (the “ DSU Plan Resolution ”) approving, ratifying and confirming the Resulting Issuer DSU Plan, and approving the issuance of up to 3,000,000 Resulting Issuer Shares under the Resulting Issuer DSU Plan, the full text of which is included in Appendix “A” – “ Resolutions to be Approved at the Meeting – Resulting Issuer DSU Plan Resolution ” to this Information Circular.

The Barolo Board unanimously recommends that Disinterested Shareholders vote for the DSU Plan Resolution. The purpose of the Resulting Issuer RSU Plan is to advance the interests of the Resulting Issuer and its subsidiaries by: (i) assisting the Resulting Issuer and its subsidiaries in attracting and retaining individuals with experience and ability, (ii) allowing certain employees of the Resulting Issuer and its subsidiaries to participate in the long term success of the Resulting Issuer, and (iii) promoting a greater alignment of interests between the employees designated under the Resulting Issuer RSU Plan and the Resulting Issuer Shareholders. As of the date of this Information Circular, there are no entitlements outstanding under the Resulting Issuer RSU Plan.

The DSU Plan Resolution is an ordinary resolution, which must be passed by more than 50% of the votes cast by the Disinterested Shareholders of Barolo entitled to vote, whether cast in person or by proxy. In the absence of contrary instructions, the persons named in the accompanying Proxy intend to vote the Resulting Issuer Shares represented thereby FOR the DSU Plan Resolution.

• 27 -

If the DSU Plan Resolution is approved by Disinterested Shareholders and the RTO Transaction is completed, the Resulting Issuer DSU Plan will be authorized to be implemented by the Resulting Issuer.

The following is a summary of the principal terms of the Resulting Issuer DSU Plan, which is qualified in its entirety by reference to the text of the Resulting Issuer DSU Plan, a copy of which is included in Appendix “D” – “Equity Incentive Plans” attached hereto:

• The aggregate number of Resulting Issuer Shares reserved for issuance from treasury under the Resulting Issuer DSU Plan shall not exceed 3,000,000 Resulting Issuer Shares, provided, however, the number of Resulting Issuer Shares reserved for issuance from the treasury under the Resulting Issuer DSU Plan and pursuant to all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries shall, in the aggregate, not exceed 10% of the number of Resulting Issuer Shares then issued and outstanding. Any Resulting Issuer Shares subject to a DSU which has been cancelled or terminated in accordance with the terms of the Resulting Issuer DSU Plan without settlement will again be available under the Resulting Issuer DSU Plan.

• The Resulting Issuer DSU Plan is administered by the Compensation Committee of the Resulting Issuer which comes under the authority of the Resulting Issuer Board. The Compensation Committee of the Resulting Issuer has full power and authority to interpret the Resulting Issuer DSU Plan, to establish any rules and regulations and to adopt any condition that it deems necessary or desirable for the administration of the Resulting Issuer DSU Plan within the limits prescribed by applicable legislation. The Compensation Committee of the Resulting Issuer may designate, from time to time and at its sole discretion, the Eligible Directors who are entitled to become DSU Plan Participants.

• The grant of DSUs under the Resulting Issuer DSU Plan is subject to a number of restrictions:

• the aggregate number of Resulting Issuer Shares issuable at any time to Resulting Issuer Insiders under the Resulting Issuer DSU Plan and all other Security Based Compensation Arrangements of Resulting Issuer and its subsidiaries shall not, in the aggregate, exceed ten percent (10%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis;

• within any twelve (12) month period, the Resulting Issuer shall not issue to Resulting Issuer Insiders under the Resulting Issuer DSU Plan and all other Security Based Compensation Arrangements of Resulting Issuer and its subsidiaries, in the aggregate, a number of Resulting Issuer Shares exceeding ten percent (10%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis; and

• within any twelve (12) month period, Resulting Issuer shall not issue to any one Person (and companies wholly-owned by that Person) under the Resulting Issuer DSU Plan and all other Security Based Compensation Arrangements of Resulting Issuer and its subsidiaries, in the aggregate, a number of Resulting Issuer Shares exceeding five percent (5%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis.

• Whenever cash or other dividends are paid on Resulting Issuer Shares, additional DSU’s will be automatically granted to each DSU Plan Participant who holds DSUs on the record date for such distribution of 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 dividend that would have been paid to such DSU Plan Participant if the DSU Plan Participant’s DSUs had been Resulting Issuer Shares by the DSU Market Value on the date on which the distributions were paid on the Resulting Issuer Shares. DSUs granted to a DSU Plan Participant as described in this paragraph shall be subject to the same vesting as the DSUs to which they relate.

• 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 Resulting Issuer’s assets to shareholders or any other change affecting

• 28 -

the Resulting Issuer 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 DSU Plan Participant, provided that no fractional DSUs shall be issued to DSU Plan Participants and the number of DSUs to be issued in such event shall be rounded to the nearest whole DSU.

• A DSU Plan Participant may select a date on which the Resulting Issuer pays to a RSU Plan Participant the DSU Market Value of the DSU that have become vested and payable in cash or in Resulting Issuer Shares at the sole discretion of the Compensation Committee of the Resulting Issuer. Such date will fall in the period starting on the Business Day following termination and ending the last Business Day of the month of December of the year following termination.

• On the Settlement Date, the Resulting Issuer shall either (i) deliver to the DSU Plan Participant, or his or her legal representative, one Resulting Issuer Share issued from treasury for each DSU credited to the DSU Plan Participant’s account on the Settlement Date, (ii) pay the DSU Plan Participant, or his or her legal representative, a lump sum cash payment equal to the DSU Market Value of one Resulting Issuer Share for each DSU credited to the DSU Plan Participant’s account on the Settlement Date payable in the form of a cheque, or other payment method as determined by the Compensation Committee of the Resulting Issuer, of any cash portion then payable to the DSU Plan Participant, in each case, less any applicable withholding taxes and other deductions required by law to be withheld by the Resulting Issuer in connection with the satisfaction of the DSU Plan Participant’s DSUs, or (iii) any combination of the foregoing. Notwithstanding the election of the DSU Plan Participant (or his or her successor), the Compensation Committee of the Resulting Issuer, in its sole discretion, shall be entitled to settle the DSU Plan Participant’s account in any form provided for under the Resulting Issuer DSU Plan.

• If the Settlement Date in respect of any DSUs occurs during a Blackout Period, or within ten (10) Business Days after the expiry of a Blackout Period, then the Settlement Date shall be the date that is the tenth (10[th] ) Business Day after the expiry of the Blackout Period, provided that such Settlement Date may not be later than the last Business Day of the month of December of the year following termination. If the revised Settlement Date is not a date that is prior to the last Business Day of the month of December of the year following termination, then the Settlement Date in respect of such DSUs shall, notwithstanding any other provision of the Resulting Issuer DSU Plan, be the last Business Day of the month of December of the year following termination.

• Under no circumstances shall DSUs be considered Resulting Issuer Shares nor shall they entitle any DSU Plan Participant to exercise voting rights or any other rights attaching to the ownership or control of Resulting Issuer Shares, nor shall any DSU Plan Participant be considered the owner of any Resulting Issuer Shares pursuant to the Resulting Issuer DSU Plan.

• The approval of the Resulting Issuer Board and the requisite approval from the Exchange and the Disinterested Shareholders of the Resulting Issuer (by simple majority) shall be required for any of the following amendments to be made to the Resulting Issuer DSU Plan:

• any increase to the percentage of Resulting Issuer Shares reserved for issuance under the Resulting Issuer DSU Plan or a change from a fixed maximum percentage of shares to a fixed maximum number of shares;

• any change to the definition of “DSU Plan Participant” which would have the potential of broadening or increasing Insider participation;

• removing or exceeding the Insider participation limit prescribed by the Exchange’s Corporate Finance Manual; and

• any amendment that may modify or delete any of the above sections of the Resulting Issuer DSU Plan.

• 29 -

• The Resulting Issuer Board may, subject to receipt of requisite approval from the Exchange, in its sole discretion make all other amendments to the Resulting Issuer DSU Plan that are not of the type contemplated in the above section including, without limitation amend, suspend or terminate the Resulting Issuer DSU Plan in whole or in part or amend the terms of DSUs credited in accordance with the Resulting Issuer DSU Plan. If any such amendment, suspension or termination will materially or adversely affect the rights of a DSU Plan Participant with respect to DSUs credited to such DSU Plan Participant, the written consent of such DSU Plan Participant to such amendment, suspension or termination shall be obtained. Notwithstanding the foregoing, the obtaining of the written consent of any DSU Plan Participant to an amendment, suspension or termination which materially or adversely affects the rights of such DSU Plan 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 Resulting Issuer Shares are listed. If the Committee of the Resulting Issuer terminates the Resulting Issuer DSU Plan, DSUs previously credited to DSU Plan Participants shall remain outstanding and in effect and be settled in due course in accordance with the terms of the Resulting Issuer DSU Plan (which shall continue to have effect, but only for such purposes) on the Settlement Date.

• The rights and interests of a DSU Plan Participant in respect of the Resulting Issuer DSU Plan are not transferable or assignable other than by will or the Laws of succession to the legal representative of the DSU Plan Participant.

The above summary is qualified in its entirety by the full text of the Resulting Issuer DSU Plan, which is set out in Appendix “D” – “Equity Incentive Plans” to this Information Circular. The Barolo Board encourages Barolo Shareholders to read the full text of the Resulting Issuer DSU Plan before voting on the DSU Plan Resolution.

Resulting Issuer Employee Share Purchase Plan

The Resulting Issuer Employee Share Purchase Plan, a copy of which is included in Appendix “D” – “Equity Incentive Plans” to this Information Circular, is proposed to be adopted for the Resulting Issuer. Pursuant to Exchange Policy 4.4, Disinterested Shareholders will be asked at the Meeting to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution (the “ Employee Share Purchase Plan Resolution ”) approving, ratifying and confirming the Resulting Issuer Employee Share Purchase Plan and the grant of up to [ 3,000,000 ] Resulting Issuer Shares thereunder, the full text of which is included in Appendix “A” – “ Resolutions to be Approved at the Meeting – Resulting Issuer Employee Share Purchase Plan Resolution ”.

The Barolo Board recommends that Barolo Shareholders vote for the Employee Share Purchase Plan Resolution. The Resulting Issuer Employee Share Purchase Plan provides for the acquisition of Resulting Issuer Shares by Eligible Employees for the purpose of advancing the interests of the Resulting Issuer through the motivation, attraction and retention of employees and officers of the Resulting Issuer and the Designated Affiliates or subsidiaries of the Resulting Issuer and to secure for the Resulting Issuer and the Resulting Issuer Shareholders the benefits inherent in the ownership of Resulting Issuer Shares by employees of the Resulting Issuer and Designated Affiliates or subsidiaries of the Resulting Issuer, it being generally recognized that employee share purchase plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to acquire a proprietary interest in the Resulting Issuer as well as aligning employees’ interests with those of the Resulting Issuer Shareholders.

The Employee Share Purchase Plan Resolution is an ordinary resolution, which must be passed by more than 50% of the votes cast by the Disinterested Shareholders of Barolo entitled to vote, whether cast in person or by proxy. In the absence of contrary instructions, the persons named in the accompanying Proxy intend to vote the Resulting Issuer Shares represented thereby FOR the Employee Share Purchase Plan Resolution.

If the Employee Share Purchase Plan Resolution is approved by Disinterested Shareholders and the RTO Transaction is completed, the Resulting Issuer Employee Share Purchase Plan will be authorized to be implemented by the Resulting Issuer.

• 30 -

The following is a summary of the principal terms of the Resulting Issuer Employee Share Purchase Plan, which is qualified in its entirety by reference to the text of the Resulting Issuer Employee Share Purchase Plan, a copy of which is included in Appendix “D” attached hereto:

• The aggregate number of Resulting Issuer Shares reserved for issuance from treasury under the Resulting Issuer Employee Share Purchase Plan shall not exceed 3,000,000 Resulting Issuer Shares, provided, however, the number of Resulting Issuer Shares reserved for issuance from the treasury under the Resulting Issuer Employee Share Purchase Plan and pursuant to all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries shall, in the aggregate, not exceed 10% of the number of Resulting Issuer Shares then issued and outstanding.

• The Resulting Issuer Employee Share Purchase Plan is subject to a number of restrictions including the following:

• the aggregate number of Resulting Issuer Shares issuable to Insiders, at any time, under the Resulting Issuer Employee Share Purchase Plan and all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries shall not, in the aggregate, exceed ten percent (10%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis;

• within any twelve (12) month period, the Resulting Issuer shall not issue Insiders under the Resulting Issuer Employee Share Purchase Plan and all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries, in the aggregate, a number of Resulting Issuer Shares exceeding ten percent (10%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis; and

• within any twelve (12) month period, the Resulting Issuer shall not issue to any one Person (and companies wholly-owned by that Person) under the Resulting Issuer Employee Share Purchase Plan and all other Security Based Compensation Arrangements of the Resulting Issuer and its subsidiaries, in the aggregate, a number of Resulting Issuer Shares exceeding five percent (5%) of the issued and outstanding Resulting Issuer Shares, calculated on a non-diluted basis.

• Eligible Employees who have provided services to the Resulting Issuer or any Designated Affiliate or subsidiary for at least 60 days shall, from time to time, be entitled to participate in the Resulting Issuer Employee Share Purchase Plan. The Compensation Committee of the Resulting Issuer shall have the right, in its absolute discretion, to waive such 60 day period, or to determine that the Resulting Issuer Employee Share Purchase Plan does not apply to any Eligible Employee; for greater certainty, an Eligible Employee who withdraws from the Resulting Issuer Employee Share Purchase Plan shall cease to be an Eligible Employee and shall not be allowed to participate in the Resulting Issuer Employee Share Purchase Plan, for the remaining term of the calendar year during which such withdrawal occurs.

• Any Eligible Employee may elect to contribute money to the Resulting Issuer Employee Share Purchase

• Plan, on an ongoing basis, if the Eligible Employee delivers to the Resulting Issuer, (i) a written notice of his or her intention to participate in the Resulting Issuer Employee Share Purchase Plan at least 10 Business Days before the beginning of any calendar quarter, and (ii) a written direction in form and substance satisfactory to the Resulting Issuer authorizing the Resulting Issuer to deduct from the remuneration of the Eligible Employee the Eligible Employee’s Contribution in equal instalments starting on the first day of such quarter. As part of the above written notice, the Eligible Employee will have to provide the Resulting Issuer with registration instructions for the issuance of the Resulting Issuer Shares to be issued to the Eligible Employee under the Resulting Issuer Employee Share Purchase Plan. A written notice from the Eligible Employee shall be deemed to be a confirmation by the Eligible Employee that such Eligible Employee accepts the terms of the Resulting Issuer Employee Share Purchase Plan as such terms may exist or be amended from time to time.

• 31 -

• The Eligible Employee Contribution shall be a minimum of $100 a month but in no event shall the Eligible Employee’s Contribution exceed 10% (unless otherwise specified by the Compensation Committee of the Resulting Issuer), before deductions, of the Eligible Employee’s Base Annual Salary subject to a maximum contribution of $1,250 per month. The Eligible Employee Contributions shall be subject to the limits set out in the Resulting Issuer Employee Share Purchase Plan.

• Under the Resulting Issuer Employee Share Purchase Plan, an Eligible Employee shall automatically cease to be entitled to participate in the Resulting Issuer Employee Share Purchase Plan upon termination of the employment of the Eligible Employee with or without cause by the Resulting Issuer or the Designated Affiliate or cessation of employment of the Eligible Employee with the Resulting Issuer 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 Resulting Issuer’s normal retirement policy (as such policy may be established or revised from time to time at the discretion of the Resulting Issuer and subject to applicable laws) or earlier with the Resulting Issuer’s consent.

• The Compensation Committee of the Resulting Issuer, authorized by the Resulting Issuer Board to

• oversee the Resulting Issuer Employee Share Purchase Plan, has the following rights:

• without the approval of the Resulting Issuer Shareholders, to suspend or terminate and to re-instate the Resulting Issuer Employee Share Purchase Plan,

• without the approval of the Resulting Issuer Shareholders by ordinary resolution, to make any amendment to the Employee Share Purchase Plan other than those requiring approval of the Resulting Issuer Shareholders by ordinary resolution, including, but not limited to

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

• (ii) any amendment to comply with the rules, policies, instruments and notices of any regulatory authority to which the Resulting Issuer is subject, including the Exchange, or to otherwise comply with any applicable Laws or regulation;

• (iii) any amendment to the vesting provisions of the Resulting Issuer Employee Share Purchase Plan;

• (iv) any amendment to the provisions concerning the effect of the termination of an Eligible Employee employment or services on such Eligible Employee’s status under the Resulting Issuer Employee Share Purchase Plan; and

• (v) any amendment respecting the administration or implementation of the Resulting Issuer Employee Share Purchase Plan.

• with the approval of the Resulting Issuer Shareholders by ordinary resolution, to make any of the following amendments to the Resulting Issuer Employee Share Purchase Plan:

• (i) any increase to the number of Resulting Issuer Shares issuable from treasury under the Resulting Issuer Employee Share Purchase Plan or a change from a fixed maximum percentage of Resulting Issuer Shares to a fixed maximum number;

• (ii) an amendment to the level of the Resulting Issuer’s Contribution;

• 32 -

• (iii) an amendment to the contribution mechanism relating to the Resulting Issuer’s Contribution;

• (iv) any amendment to the categories of persons who are Eligible Employees;

• (v) any amendment that may modify or delete the ssuspension, termination or amendment section of the Resulting Issuer Employee Share Purchase Plan; or

• (vi) remove or exceed the Insider participation limit prescribed by the Exchange’s Corporate Finance Manual.

• 33 -

GLOSSARY

The following terms used in this Information Circular have the following meanings. This is not an exhaustive list of defined terms used in this Information Circular.

“ Affiliate ” means a company that is affiliated with another company as described below.

A company is an “ Affiliate ” of another company if:

• (a) one of them is the subsidiary of the other; or

• (b) each of them is controlled by the same Person.

• A company is “ controlled ” by a Person if:

• (a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and

• (b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by:

• (a) a company controlled by that Person; or

• (b) an Affiliate of that Person or an Affiliate of any company controlled by that Person.

“ Arm’s Length Transaction ” means a transaction that is not a Related Party Transaction.

“ Amalgamation ” means the amalgamation of Barolo Subco and Osisko Subco in accordance with the Amalgamation Agreement.

“ Amalgamation Agreement ” means the Amalgamation Agreement contemplated by the Letter Agreement, to be entered into among Barolo, Barolo Subco and Osisko Subco, together with the schedules attached thereto, as may be amended from time to time, a copy of which will be made available on SEDAR (www.sedar.com) under Barolo’s issuer profile.

“ Associate ” when used to indicate a relationship with a Person, means:

• (a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer;

• (b) any partner of the Person;

• (c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity;

• (d) in the case of a Person, who is an individual:

• (i) that Person’s spouse or child, or

• (ii) any relative of the Person or his spouse who has the same residence as that Person;

but

34

• (e) where the Exchange determines that two Persons shall, or shall not, be deemed to be associates with respect to a member firm, member corporation or holding company of a member corporation, then such determination shall be determinative of their relationships in the application of Rule D. 1.00 of the Exchange rule book and policies with respect to that member firm, member corporation or holding company.

• “ Audit Committee ” is the committee of the Barolo Board whose role is to provide oversight of Barolo’s financial management.

“ Barolo ” means Barolo Ventures Corp., a corporation existing under the BCBCA.

“ Barolo Board ” means the Board of Directors of Barolo prior to Closing.

“ Barolo Shareholders ” means the registered and/or beneficial holders of Barolo Shares, as the context requires.

“ Barolo Shares ” means common shares of Barolo.

“ Barolo Subco ” means 1269598 B.C. Ltd., a corporation existing under the BCBCA and a wholly-owned subsidiary of Barolo.

“ Base Annual Salary ” has the meaning ascribed thereto in the Resulting Issuer Employee Share Purchase Plan.

“ BCBCA ” means the Business Corporations Act (British Columbia) and all regulations thereunder, as amended from time to time.

“ Beneficial Barolo Shareholders ” means Barolo Shareholders who do not hold Barolo Shares in their own name.

“ Benefits Extension Period ” has the meaning ascribed thereto in the Resulting Issuer RSU Plan.

“ Broadridge ” means Broadridge Investor Communication Solutions.

“ Business Day ” means any day other than a Saturday, Sunday or a statutory holiday in Toronto, Ontario or Vancouver, British Columbia.

“ Canadian Securities Laws ” means applicable Canadian provincial and territorial securities laws.

“ CBCA ” means the Canada Business Corporations Act and all regulations thereunder, as amended from time to time.

“ Certificate of Amalgamation ” means the certificate of amalgamation issued under Section 281 of the BCBCA in respect of the Amalgamation.

“ Change of Control ” has the meaning ascribed thereto in the policies of the Exchange.

“ Closing ” means the closing of the RTO Transaction.

“ Company ” means Barolo, and after the Closing means the Resulting Issuer.

“Compensation Committee” meand the Compensation Committee of the Resulting Issuer Board upon formation.

“ Consolidation ” means the consolidation of Barolo Shares on a 60:1 ratio prior to the Effective Time.

“ Consultant ” has the meaning ascribed thereto in the Resulting Issuer Option Plan.

• “ Continuance ” means the continuance of the Resulting Issuer from British Columbia under the BCBCA to Canada under the CBCA.

35

“ Designated Affiliate ” has the meaning ascribed thereto in the Resulting Issuer Employee Share Purchase Plan.

“ Disinterested Shareholders ” means Barolo Shareholders, excluding: (i) a Person that holds or will hold Resulting Issuer Options, Resulting Issuer RSUs or Resulting Issuer DSUs, as applicable; and (ii) any Associate of any Person referred to in (i).

“ DSU ” means deferred share unit.

“ DSU Market Value ” has the meaning ascribed to the term “Market Value” in the Resulting Issuer DSU Plan.

“ DSU Plan Participants ” means non-employee members of the Resulting Issuer Board who are designated by the Resulting Issuer Board (or such other committee of the directors appointed to administer the Resulting Issuer DSU Plan) as able to participate in the Resulting Issuer DSU Plan.

“ Effective Date ” means the date of the Amalgamation, as set out on the Certificate of Amalgamation.

“ Effective Time ” means the time on the Effective Date that the Amalgamation becomes effective.

“ Eligible Director ” has the meaning ascribed thereto in the Resulting Issuer DSU Plan.

“ Eligible Employee ” has the meaning ascribed thereto in the Resulting Issuer Employee Share Purchase Plan.

“ Eligible Employee Contribution ” has the meaning ascribed thereto in the Resulting Issuer Employee Share Purchase Plan.

“ Exchange ” means the TSX Venture Exchange.

“ Exchange Policy 4.4 ” means Exchange Policy 4.4 – Incentive Stock Options .

“ Exchange Policy 5.2 ” means Exchange Policy 5.2 – Changes of Business and Reverse Takeovers .

“ Governmental Entity ” means: (i) any supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing; (ii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court; and (iii) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies.

“ Information Circular ” means this management information circular of Barolo dated October 19, 2020.

“ Insider ” if used in relation to an issuer, means:

• (a) a director or senior officer of the issuer;

• (b) a director or senior officer of a company that is an insider or subsidiary of the issuer;

• (c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or

• (d) the issuer itself if it holds any of its own securities.

“ Intermediaries ” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Barolo Shareholders.

36

“ Investor Relations Employee ” has the meaning ascribed thereto in the Resulting Issuer Option Plan.

“ Law ” means any laws, including, without limitation, supranational, national, provincial, state, municipal and local civil, commercial, banking, tax, personal and real property, security, mining, environmental, water, energy, investment, property ownership, land use and zoning, sanitary, occupational health and safety laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by� laws, rules, regulations, ordinances, protocols, codes, guidelines, policies, notices, directions or other requirements of any Governmental Entity.

“ Letter Agreement ” means the letter agreement between the Company and Osisko dated October 5, 2020, pursuant to which the parties agree to undertake the RTO Transaction.

“ Long-Term Disability ” has the meaning ascribed thereto in the Resulting Issuer RSU Plan.

“ Meeting ” means the annual general and special meeting of the Barolo Shareholders to be held on Friday, November 20, 2020, at 8:30 a.m. (Vancouver time) at the offices of Barolo located at 1600 - 609 Granville Street Vancouver, B.C. V7Y 1C3, and any adjournment or postponement thereto.

“ Meeting Materials ” means, collectively, the Notice of Meeting, this Information Circular, a request for financial statements (NI 51-102) and, as the case may be, a VIF or Proxy.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

“ NEO ” means a named executive officer, which includes:

• (a) the chief executive officer (the “ CEO ”);

• (b) the chief financial officer (the “ CFO ”);

• (c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the relevant period in question whose total compensation was, individually, more than CDN $150,000; and

• (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company or its subsidiaries, nor acting in a similar capacity, at the end of that period.

“ NEX ” means the separate board of the Exchange for companies previously listed on the Exchange or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets.

• “ NI 45-102 ” means National Instrument 45-102 – Resale of Securities .

• “ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations .

“ NI 54-101 ” means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer .

“ NOBOs ” means non-objecting beneficial owners.

“ Notice of Meeting ” means the notice of annual general and special meeting of Barolo Shareholders that accompanies this Information Circular.

• “ OBOs ” means objecting beneficial owners.

37

“ Option Plan Participants ” means the executives key employees entitled to participate in the Resulting Issuer Option Plan.

“ Osisko ” means Osisko Gold Royalties Ltd, a corporation existing under the Business Corporations Act (Quebec).

“ Osisko Subco ” means Osisko Development Holdings Inc., a corporation existing under the BCBCA and a whollyowned subsidiary of Osisko.

“ Parties ”, or any individual “ Party ”, has the meaning ascribed in the Amalgamation Agreement.

“ Person ” means an individual, partnership, association, body corporate, joint venture, business organization, trustee, executor, administrative legal representative, Governmental Entity or any other entity, whether or not having legal status.

“ Proxy ” means the form of proxy accompanying this Information Circular.

“ Record Date ” means the close of business on October 19, 2020.

“ Registered Barolo Shareholders ” means shareholders of Barolo whose names appear on the records of Barolo as the registered holders of Barolo Shares.

“ Related Party Transaction ” has the meaning ascribed to that term in MI 61-101, and includes a related party transaction that is determined by the Exchange to be a Related Party Transaction. The Exchange may deem a transaction to be a Related Party Transaction where the transaction involves non arm’s length parties, or other circumstances exist which may compromise the independence of the issuer with respect to the transaction.

“ Resolutions ” means, together, the Auditor Resolution; the Director Appointment Resolution; the Continuance Resolution; the Stock Option Plan Resolution; the RSU Plan Resolution; the DSU Plan Resolution and the Employee Share Purchase Plan Resolution, all as more particularly set out in Appendix “A” hereto.

“ Resulting Issuer ” means Barolo, as it will exist following Closing, to be named “Osisko Development Corp.”

“ Resulting Issuer Board ” means the Board of Directors of the Resulting Issuer.

“ Resulting Issuer DSU Plan ” means the DSU plan of the Resulting Issuer, a copy of which is included in Appendix “D” – “Equity Incentive Plans” to this Information Circular.

“ Resulting Issuer DSUs ” means DSUs issued pursuant to the Resulting Issuer DSU Plan.

“ Resulting Issuer Employee Share Purchase Plan ” means the employee share purchase plan of the Resulting Issuer, a copy of which is included in Appendix “D” – “Equity Incentive Plans” to this Information Circular.

“ Resulting Issuer Insiders ” has the meaning ascribed to the term “Insiders” in the Resulting Issuer RSU Plan, the Resulting Issuer DSU Plan or the Resulting Issuer Option Plan, as the context requires.

“ Resulting Issuer Option Plan” means the Option Plan of the Resulting Issuer, a copy of which is included in Appendix “D” – “Equity Incentive Plans” to this Information Circular.

“ Resulting Issuer Options ” means options to purchase Resulting Issuer Shares granted pursuant to the Resulting Issuer Option Plan.

“ Resulting Issuer RSU Plan ” means the RSU plan of the Resulting Issuer, a copy of which is included in Appendix “D” – “Equity Incentive Plans” to this Information Circular.

“ Resulting Issuer RSUs ” means RSUs granted under the Resulting Issuer RSU Plan.

38

“ Resulting Issuer Shareholders ” means holders of Resulting Issuer Shares.

“ Resulting Issuer Shares ” means the Barolo Shares following the Closing.

“ Resulting Issuer’s Contribution ” has the meaning ascribed to “Corporation’s Contribution” in the Resulting Issuer Employee Share Purchase Plan.

“ Resulting Issuer Warrants ” means the warrants to purchase the Resulting Issuer Shares following the Closing.

“ Reverse Takeover ” has the meaning given to such term in Exchange Policy 5.2.

“ RSU ” means a restricted share unit.

“ RSU Change of Control ” has the meaning ascribed to the term “Change of Control” in the Resulting Issuer RSU Plan.

“ RSU Consultant ” has the meaning ascribed to the term “Consultant” in the Resulting Issuer RSU Plan.

“ RSU Market Value ” has the meaning ascribed to the term “Market Value” in the Resulting Issuer RSU Plan.

“ RSU Plan Participants ” means the executives, key employees and RSU Consultants entitled to participate in the Resulting Issuer RSU Plan.

“ RSU Plan Resolution ” means the ordinary resolution of Disinterested Shareholders regarding the Resulting Issuer RSU Plan, and the issuance of up to 4,000,000 Resulting Issuer Shares under the Resulting Issuer RSU Plan, which the Barolo Shareholders will be asked approve, ratify and confirm at the Meeting.

“ RTO Transaction ” has the meaning set out in the section of this Information Circular titled, “Particulars of Matters to be Acted Upon at the Meeting – Overview of Osisko Transaction”.

“ Securities Act ” means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“ Securities Laws ” means Canadian Securities Laws and U.S. Securities Laws and all other applicable securities Laws and applicable stock exchange rules and listing standards of the stock exchanges.

“ Security Based Compensation ” has the meaning ascribed thereto in the Resulting Issuer RSU Plan or the Resulting Issuer DSU Plan, as the context requires.

“ Security Based Compensation Arrangements ” has the meaning ascribed thereto in the Resulting Issuer RSU Plan or the Resulting Issuer DSU Plan, as the context requires.

“ Settlement Date ” has the meaning ascribed thereto in the Resulting Issuer RSU Plan or the Resulting Issuer DSU Plan, as the context requires.

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval website.

“ service provider ” has the meaning ascribed thereto in the Resulting Issuer Option Plan.

“ VIF ” means a voting instruction form.

“ Voting Securities ” shall mean any securities of the Company ordinarily carrying the right to vote at elections of directors and any securities immediately convertible into or exchangeable for such securities.

39

APPENDIX “A” RESOLUTIONS TO BE APPROVED AT THE MEETING

Unless noted otherwise herein, capitalized terms used in these resolutions that are no otherwise defined herein shall have the meanings ascribed to them in the management information circular of the Company dated October 19, 2020 (the “Information Circular”) .

Auditor Resolution

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The appointment of Davidson & Company LLP as auditor of the Barolo to hold office until the earlier of:

2. (a) the next annual meeting of shareholders of the Company; or

3. (b) 12:01 a.m. (Toronto time) on the first day following the date on which the Amalgamation is effective (the “ Auditor Change Time ”),

is hereby approved.

1. If the Amalgamation is completed, the appointment of PricewaterhouseCoopers LLP, as auditor of the Resulting Issuer, to hold office from the Auditor Change Time until the next annual meeting of shareholders of the Company, is hereby approved.

2. The board of directors of the Company is hereby authorized to fix the remuneration of the auditor so appointed.

Director Appointment Resolution

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. Subject to paragraph 2 of this Director Appointment Resolution, the number of directors be set at three (3), and the election of each of Scott Ackerman, Rick Cox and Brent Ackerman as directors of the Company, to hold office effective from the date of the Meeting until the earlier of (i) the Closing or (ii) if the Closing does not occur, until the next annual meeting of the shareholders, or until their successors are duly elected or appointed, is hereby approved.

2. Concurrently with, and conditional upon, the Closing:

3. (a) the number of directors of the Resulting Issuer be set at seven (7); and

4. (b) the election of (i) Mr. John Burzynski, (ii) Mr. Sean Roosen, (iii) Ms. Joanne Ferstman, (iv) Mr. Charles Page, (v) Ms. Michèle McCarthy, (vi) Mr. Duncan Middlemiss, and (vii) Mr. Éric Tremblay as directors of the Resulting Issuer, to hold office effective from the Closing until the next annual general meeting of the shareholders, or until their successors are duly elected or appointed,

is hereby approved.

Continuance Resolution

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The Company is authorized to continue (the “ Continuance ”) under the Canada Business Corporations Act (the “ CBCA ”).

A-1

1. The Company is authorized to apply to the Registrar of Companies (British Columbia) for authorization to permit such Continuance in accordance with Section 308 of the Business Corporations Act (British Columbia) (the “ BCBCA ”).

2. The Company is authorized to make application to the Director of Corporations Canada, for a Certificate of Continuance continuing the Company as if it had been incorporated under the CBCA under the name “Osisko Development Corp.”.

3. The Company approves and adopts, in substitution for the existing Notice of Articles and Articles of the Company, the Articles of Continuance and By-Laws in the form approved by any one director or officer of the Company, such approval to be conclusively evidenced by the execution of such articles, and any and all amendments to the aforesaid Notice of Articles and Articles reflected therein are approved.

4. Notwithstanding that this resolution has been passed (and the Continuance adopted) by the shareholders of the Company, the directors of the Company are hereby authorized and empowered without further notice to or approval of the shareholders of the Company (i) to amend the Articles of Continuance to the extent permitted by law, and (ii) not to proceed with the Continuance.

5. Any one director or officer of the Company be and is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

Stock Option Plan Resolution

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. Subject to paragraph 2 of this Stock Option Plan Resolution, the existing stock option plan of the Company is hereby ratified, confirmed and approved.

2. The stock option plan of the Resulting Issuer (being the Company following the Closing), the full text of which is included in Appendix “D” – “Equity Incentive Plans” to the Information Circular (the “ Resulting Issuer Option Plan ”), is hereby authorized, approved and adopted, to become effective upon completion of the RTO Transaction.

3. The number of Resulting Issuer Shares reserved for issuance under the Resulting Issuer Option Plan and all other Security Based Compensation Arrangements of the Resulting Issuer will be no more than 10% of the Resulting Issuer’s issued and outstanding share capital from time to time.

4. The Resulting Issuer is hereby authorized and directed to issue such Resulting Issuer Shares pursuant to the Resulting Issuer Option Plan as fully paid and non-assessable Resulting Issuer Shares.

5. The board of directors of the Resulting Issuer is hereby authorized and empowered to make any changes to the Resulting Issuer Option Plan as may be required by the TSX Venture Exchange.

6. Any one director or officer of the Resulting Issuer is hereby authorized and directed for and on behalf of the Resulting Issuer to execute or cause to be executed, under the corporate seal of the Resulting Issuer or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

A-2

Resulting Issuer RSU Plan Resolution

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE DISINTERESTED SHAREHOLDERS THAT:

1. The restricted share unit plan of the Resulting Issuer (being the Company following the Closing), the full text of which is included in Appendix “D” – “Equity Incentive Plans” to the Information Circular (the “ Resulting Issuer RSU Plan ”), is hereby authorized, approved and adopted.

2. The issuance of up to 4,000,000 Resulting Issuer Shares upon the redemption of restricted share units of the Resulting Issuer under the Resulting Issuer RSU Plan is hereby authorized and approved.

3. The Resulting Issuer is hereby authorized and directed to issue such Resulting Issuer Shares pursuant to the Resulting Issuer RSU Plan as fully paid and non-assessable Resulting Issuer Shares.

4. The board of directors of the Resulting Issuer is hereby authorized and empowered to make any changes to the Resulting Issuer RSU Plan as may be required by the TSX Venture Exchange.

5. Any one director or officer of the Resulting Issuer is hereby authorized and directed for and on behalf of the Resulting Issuer to execute or cause to be executed, under the corporate seal of the Resulting Issuer or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

Resulting Issuer DSU Plan Resolution

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE DISINTERESTED SHAREHOLDERS THAT:

1. The deferred share unit plan of the Resulting Issuer (being the Company following the Closing), the full text of which is included in Appendix “D” – “Equity Incentive Plans” to the Information Circular (the “ Resulting Issuer DSU Plan ”), is hereby authorized, approved and adopted.

2. The issuance of up to 3,000,000 Resulting Issuer Shares issuable upon the redemption of deferred share units of the Resulting Issuer under the Resulting Issuer DSU Plan is hereby authorized and approved.

3. The Resulting Issuer is hereby authorized and directed to issue such Resulting Issuer Shares pursuant to the Resulting Issuer DSU Plan as fully paid and non-assessable Resulting Issuer Shares.

4. The board of directors of the Resulting Issuer is hereby authorized and empowered to make any changes to the Resulting Issuer DSU Plan as may be required by the TSX Venture Exchange.

5. Any one director or officer of the Resulting Issuer is hereby authorized and directed for and on behalf of the Resulting Issuer to execute or cause to be executed, under the corporate seal of the Resulting Issuer or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

A-3

Resulting Issuer Employee Share Purchase Plan Resolution

BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE DISINTERESTED SHAREHOLDERS THAT:

1. The employee share purchase plan of the Resulting Issuer (being the Company following the Closing), the full text of which is attached as Appendix “D” – “Equity Incentive Plans” to the Information Circular (the “ Resulting Issuer Employee Share Purchase Plan ”), is hereby authorized, approved and adopted.

2. The issuance of up to 3,000,000 Resulting Issuer Shares issuable upon the redemption of deferred share units of the Resulting Issuer under the Resulting Issuer Employee Share Purchase Plan is hereby authorized and approved.

3. Resulting Issuer is hereby authorized and directed to issue such Resulting Issuer Shares pursuant to the Resulting Issuer Employee Share Purchase Plan as fully paid and non-assessable Resulting Issuer Shares.

4. The board of directors of the Resulting Issuer is hereby authorized and empowered to make any changes to the Resulting Issuer Employee Share Purchase Plan as may be required by the TSX Venture Exchange.

5. Any one director or officer of the Resulting Issuer is hereby authorized and directed for and on behalf of the Resulting Issuer to execute or cause to be executed, under the corporate seal of the Resulting Issuer or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

A-4

APPENDIX “B” CORPORATE GOVERNANCE DISCLOSURE OF BAROLO

FORM 58-101F2 – CORPORATE GOVERNANCE DISCLOSURE (VENTURE ISSUERS)

All capitalized terms used in this Appendix “B” – “Corporate Governance Disclosure of Barolo” have the meanings set forth herein and, unless the context otherwise requires, should not be interpreted with reference to the “Glossary” in the Information Circular.

Item 1: Board Of Directors

The board of directors of the Company (the “ Board ”) supervises the CEO and the CFO. Both the CEO and CFO are required to act in accordance with the scope of authority provided to them by the Board.

Scott Ackerman is the President, CEO, CFO and Corporate Secretary of the Company and is therefore not “independent”.

Rick Cox , a director of the Company, is “independent” in that he is free from any direct or indirect material relationship with the Company.

Brent Ackerman , a director of the Company, is “independent” in that he is free from any direct or indirect material relationship with the Company.

A material relationship is a relationship which could, in the view of the Company’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent judgment.

Item 2: Directorships

The current directors of the Company are currently directors of the following other reporting issuers:

Name of Director	Name of Reporting Issuer
Scott Ackerman	Austpro Energy Corporation
	Bravern Ventures Ltd.
	Culmina Ventures Corp.
	Duckhorn Ventures Ltd.
	ECC Diversified Inc.
	ECC Ventures 2 Corp.
	Larose Ventures Ltd.
	Sebastiani Ventures Corp.

B-1

Name of Director	Name of Reporting Issuer
	Silver Phoenix Resources Inc.
	Volcanic Gold Mines Inc.
Rick Cox	Culmina Ventures Corp.
	Duckhorn Ventures Ltd.
	ECC Diversified Inc.
	ECC Ventures 2 Corp.
	Larose Ventures Ltd.
	Sebastiani Ventures Corp.
	Silver Phoenix Resources Inc.
Brent Ackerman	Austpro Energy Corporation
	Culmina Ventures Corp.
	Duckhorn Ventures Ltd.
	ECC Diversified Inc.
	ECC Ventures 2 Corp.
	Larose Ventures Ltd.
	Sebastiani Ventures Corp.
	Silver Phoenix Resources Inc.

Item 3: Orientation and Continuing Education

The Board does not have a formal process for the orientation of new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Company’s business and understand the responsibilities of the Board.

B-2

The Board does not have a formal program for the continuing education of its directors. The Company expects its directors to pursue such continuing education opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as members of the Board. Directors can consult with the Company’s professional advisors regarding their duties and responsibilities, as well as recent developments relevant to the Company and the Board.

Item 4: Ethical Business Conduct

The Board has not adopted a formal code of ethics. In the Board’s view, the fiduciary duties placed on individual directors by corporate legislation and the common law, and the restrictions placed by corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Although the Company has not adopted a formal code of ethics, the Company promotes an ethical business culture. Directors and officers of the Company are encouraged to conduct themselves and the business of the Company with the utmost honesty and integrity. Directors are also encouraged to consult with the Company’s professional advisors with respect to any issues related to ethical business conduct.

Item 5: Nomination of Directors

The identification of potential candidates for nomination as directors of the Company is primarily done by the CEO, but all directors are encouraged to participate in the identification and recruitment of new directors. Potential candidates are primarily identified through referrals by business contacts.

Item 6: Compensation

The compensation of directors and the CEO is determined by the Board as a whole. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Item 7: Other Board Committees

The Board does not have any standing committees other than the Audit Committee.

Item 8: Assessments

The Board does not have any formal process for assessing the effectiveness of the Board, its committees, or individual directors. Such assessments are done on an informal basis by the CEO and the Board as a whole.

B-3

APPENDIX “C” AUDIT COMMITTEE DISCLOSURE FOR BAROLO

FORM 52-110F2 – AUDIT COMMITTEE DISCLOSURE (VENTURE ISSUERS)

All capitalized terms used in this Appendix “C” – “Audit Committee Disclosure for Barolo” have the meanings set forth herein and, unless the context otherwise requires, should not be interpreted with reference to the “Glossary” in the Information Circular.

Item 1: The Audit Committee Charter

The Audit Committee (the “ Committee ”) is a committee of the board of directors (the “ Board ”) of the Company. The role of the Committee is to provide oversight of the Company’s financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Company, its subsidiaries and associated companies. This includes helping directors meet their responsibilities, facilitating better communication between directors and the external auditor, enhancing the independence of the external auditor, increasing the credibility and objectivity of financial reports and strengthening the role of the directors by facilitating in-depth discussions among directors, management and the external auditor. Management is responsible for establishing and maintaining those controls, procedures and processes and the Committee is appointed by the Board to review and monitor them. The Company’s external auditor is ultimately accountable to the Board and the Committee as representatives of the Company’s shareholders.

Duties and Responsibilities

External Auditor

• (a) To recommend to the Board, for shareholder approval, an external auditor to examine the Company’s accounts, controls and financial statements on the basis that the external auditor is accountable to the Board and the Committee as representatives of the shareholders of the Company.

• (b) To oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

• (c) To evaluate the audit services provided by the external auditor, pre-approve all audit fees and recommend to the Board, if necessary, the replacement of the external auditor.

• (d) To pre-approve any non-audit services to be provided to the Company by the external auditor and the fees for those services.

• (e) To obtain and review, at least annually, a written report by the external auditor setting out the auditor’s internal quality-control procedures, any material issues raised by the auditor’s internal quality-control reviews and the steps taken to resolve those issues.

• (f) To review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company. The Committee has adopted the following guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Company on any aspect of its certification of the Company’s financial statements:

• (i) No member of the audit team that is auditing a business of the Company can be hired into that business or into a position to which that business reports for a period of three years after the audit;

C-1

• (ii) No former partner or employee of the external auditor may be made an officer of the Company or any of its subsidiaries for three years following the end of the individual’s association with the external auditor;

• (iii) The Chief Financial Officer (“ CFO ”) must approve all office hires from the external auditor; and

• (iv) The CFO must report annually to the Committee on any hires within these guidelines during the preceding year.

• (g) To review, at least annually, the relationships between the Company and the external auditor in order to establish the independence of the external auditor.

Financial Information and Reporting

• (a) To review the Company’s annual audited financial statements with the Chief Executive Officer (“ CEO ”) and CFO and then the full Board. The Committee will review the interim financial statements with the CEO and CFO.

• (b) To review and discuss with management and the external auditor, as appropriate:

• (i) The annual audited financial statements and the interim financial statements, including the accompanying management discussion and analysis; and

• (ii) Earnings guidance and other releases containing information taken from the Company’s financial statements prior to their release.

• (c) To review the quality and not just the acceptability of the Company’s financial reporting and accounting standards and principles and any proposed material changes to them or their application.

• (d) To review with the CFO any earnings guidance to be issued by the Company and any news release containing financial information taken from the Company’s financial statements prior to the release of the financial statements to the public. In addition, the CFO must review with the Committee the substance of any presentations to analysts or rating agencies that contain a change in strategy or outlook.

Oversight

• (a) To review the internal audit staff functions, including:

• (i) The purpose, authority and organizational reporting lines;

• (ii) The annual audit plan, budget and staffing; and

• (iii) The appointment and compensation of the controller, if any.

• (b) To review, with the CFO and others, as appropriate, the Company’s internal system of audit controls and the results of internal audits.

• (c) To review and monitor the Company’s major financial risks and risk management policies and the steps taken by management to mitigate those risks.

• (d) To meet at least annually with management (including the CFO), the internal audit staff, and the external auditor in separate executive sessions and review issues and matters of concern respecting audits and financial reporting.

C-2

• (e) In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications (if required by law or regulation) with respect to the financial statements and the Company’s disclosure and internal controls, including any material deficiencies or changes in those controls.

Membership

• (a) The Committee shall consist solely of three or more members of the Board, the majority of which the Board has determined has no material relationship with the Company and is otherwise “unrelated” or “independent” as required under applicable securities rules or applicable stock exchange rules.

• (b) Any member may be removed from office or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director. Each member of the Committee shall hold office until the close of the next annual meeting of shareholders of the Company or until the member ceases to be a director, resigns or is replaced, whichever first occurs.

• (c) The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

• (d) All members of the Committee must be “financially literate” (i.e., have the ability to read and understand a set of financial statements such as a balance sheet, an income statement and a cash flow statement).

Procedures

• (a) The Board shall appoint one of the directors elected to the Committee as the Chair of the Committee (the “Chair”). In the absence of the appointed Chair from any meeting of the Committee, the members shall elect a Chair from those in attendance to act as Chair of the meeting.

• (b) The Chair will appoint a secretary (the “ Secretary ”) who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.

• (c) No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present or by resolution in writing signed by all the members of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one-half of the number of members plus one shall constitute a quorum and provided that a majority of the members must be “independent” or “unrelated”.

• (d) The Committee will meet as many times as is necessary to carry out its responsibilities. Any member of the Committee or the external auditor may call meetings.

• (e) The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the articles of the Company or otherwise determined by resolution of the Board.

• (f) The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, advisors or other experts or consultants, as it deems appropriate.

C-3

• (g) The Committee shall have access to any and all books and records of the Company necessary for the execution of the Committee’s obligations and shall discuss with the CEO or the CFO such records and other matters considered appropriate.

• (h) The Committee has the authority to communicate directly with the internal and external auditors.

Reports

The Committee shall produce the following reports and provide them to the Board:

• (a) An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this Charter. The performance evaluation should also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make this report.

• (b) A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

Item 2: Composition of the Audit Committee

National Instrument 52-110 Audit Committees, (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Company’s Board, reasonably interfere with the exercise of the member’s independent judgment.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.

The current members of the Audit Committee are Scott Ackerman, Doug McFaul and Brent Ackerman, two of whom are independent (Doug McFaul and Brent Ackerman) and all of whom are financially literate as defined by NI 52110.

Item 3: Relevant Education and Experience

All members of the Audit Committee are considered financially literate and have been involved in enterprises which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Scott Ackerman - Mr. Ackerman is the President and CEO of Emprise Capital Corp. (“ Emprise ”) a company providing management, restructuring, accounting and financial services to public companies. Mr. Ackerman has been active in the public markets for more than 25 years, having held senior executive roles in various capacities from Investor Relations to Executive Management. In addition, to this role with Emprise, Mr. Ackerman serves as director and/or officer of a number of publicly traded and private “start-up” venture companies, and has experience in all aspects of corporate restructures, both in the US and Canadian jurisdictions, including Chapter 11 processes in the US and Notice of Intent fillings under the Bankruptcy Act in Canada. Mr. Ackerman graduated from the British Columbia Institute of Technology with a diploma in Marketing in 1987.

Rick Cox – Mr. Cox is currently a senior officer of a privately held water sciences company. He has also served as a senior officer of a geothermal manufacturing company which is a subsidiary of a publicly held multinational corporation. From 2009 to July 2012, Mr. Cox was a senior officer of a private geothermal manufacturing company,

C-4

Geofinity Manufacturing Inc. Mr. Cox is also a director of several public companies, and has been a senior officer and owner of several privately held manufacturing entities over the past 20 years.

Brent Ackerman - In addition to being a licensed acupuncturist and Chinese herbalist and the owner of Blacksheep Acupuncture & Herbs, Mr. Brent Ackerman is also an Organizational Development Advisor and formerly served as Japan Country Manager for Aperian Global, and as a Senior Consultant at People Focus Consulting, Japan. Mr. Brent Ackerman holds a Masters of Science in Oriental Medicine and Acupuncture (Berkeley, CA), a Bachelor of Arts from the University of British Columbia and an MBA from Thunderbird School of Management (Phoenix, AZ).

Item 4: Audit Committee Oversight

At no time during the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor (currently, Davidson & Company LLP, Chartered Professional Accountants) not adopted by the Board.

Item 5: Reliance on Certain Exemptions

During the most recently completed financial year, the Company has not relied on certain exemptions set out in NI 52-110, namely section 2.4 (De Minimus Non-audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation), and any exemption, in whole or in part, in Part 8 (Exemptions).

Item 6: Pre-Approval Policies and Procedures

The Audit Committee has not adopted formal policies and procedures for the engagement of non-audit services. Subject to the requirements of the NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case by case basis.

Item 7: External Auditor Service Fees (By Category)

The following table sets out the aggregate fees charged to the Company by the external auditor in each of the last two financial years for the category of fees described.

	FYE 2020	FYE 2019
Audit Fees(1)	$10,628	$18,599
Audit-Related Fees(2)	$nil	$nil
Tax Fees(3)	$nil	$4,987
All Other Fees(4)	$nil	$nil
Total Fees:	$10,628	$23,586

1. “Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees.

2. “Audited related fees” include the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

3. “Tax fees” include the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

4. “All other fees” include the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

C-5

Item 8: Exemption

During the most recently completed financial year, the Company relied on the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

C-6

APPENDIX “D” EQUITY INCENTIVE PLANS

Table of Contents

Resulting Issuer Stock Option Plan	D-2
Resulting Issuer RSU Plan	D-11
Resulting Issuer DSU Plan	D-19
Resulting Issuer Employee Share Purchase Plan	D-34

D-1

OSISKO DEVELOPMENT CORP. STOCK OPTION PLAN

1. PURPOSE

The purpose of this Stock Option Plan (this " Plan ") of Osisko Development Corp. (the " Corporation ") is to advance the interests of the Corporation and each subsidiary of the Corporation (each, a " Subsidiary " and, collectively, the " Subsidiaries ") by encouraging the directors, officers, consultants (as defined in Policy 4.4 of the TSXV Corporate Finance Manual, as amended from time to time) (" consultants ") and employees of the Corporation and/or 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/or its Subsidiaries and furnishing them with additional incentive in their efforts on behalf of the Corporation and/or its Subsidiaries.

2. ADMINISTRATION

This Plan shall be administered by the Board of Directors of the Corporation or by a committee thereof (the " Committee ") which comes under the authority of the Board of Directors of the Corporation. The Committee has full power and authority to interpret this Plan, to establish any rules and regulations and to adopt any condition that it deems necessary or desirable for the administration of this Plan within the limits prescribed by applicable legislation.

No member of the Committee shall be liable for any action or determination made in good faith pursuant to this Plan. To the full extent permitted by law, the Corporation shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such person is or was a member of the Committee and, as such, is or was required or entitled to take action pursuant to the terms of this Plan.

Subject to the provisions of this Plan and rules of the TSX Venture Exchange (the " TSXV ") the Board of Directors, or the Committee, as applicable, shall have authority to construe and interpret this Plan and all option agreements entered into in connection with the grant of options (" Options ") under this Plan, to define the terms used in this Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind the terms of this Plan and to make all other determinations necessary or advisable for the administration of this Plan. All determinations and interpretations made by the Board of Directors or the Committee, as applicable, shall be binding and conclusive on all participants in this Plan and on their legal personal representatives and beneficiaries.

The Corporation shall maintain a register in which shall be recorded: (a) the name and address of each optionee; (b) the number of shares subject to Options granted to each optionee; and (c) the aggregate number of shares subject to Options.

3. SHARES SUBJECT TO PLAN

Subject to adjustment as provided in Section 14 hereof, the shares to be offered under this Plan shall consist of the Corporation's authorized but unissued common shares. The aggregate number of common shares to be delivered upon the exercise of all Options granted under this Plan and pursuant to all other Security Based Compensation Arrangements (as defined herein) shall not exceed ten percent (10%) of the issued and outstanding common shares of the Corporation at the time of granting of Options (on a non-diluted basis). The Corporation shall not, upon the exercise of any Option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any stock exchange on which the Corporation's shares may then be listed, and (b) the completion of such registration or other qualification of such shares under

D-2

Page 2

Osisko Development Corp. Stock Option Plan

any law, rules or regulation as the Corporation shall determine to be necessary or advisable. If any shares cannot be issued to any optionee for whatever reason, the obligation of the Corporation to issue such shares shall terminate and any exercise price paid to the Corporation shall be returned to the optionee. Any increase in the issued and outstanding shares will result in an increase in the available number of shares issuable under this Plan, and any exercises of Options will make new grants available under this Plan effectively resulting in a re-loading of the number of Options available to grant under this Plan. If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for the purpose of this Plan.

The maximum number of shares which may be issued to any one optionee under this Plan together with any other Security Based Compensation Arrangement (as defined herein) in any 12 month period shall not exceed 5% of the number of shares outstanding (on a non-diluted basis) from time to time, unless disinterested shareholder approval is obtained pursuant to the policies of the TSXV or any stock exchange or regulatory authority having jurisdiction over the securities of the Corporation.

The maximum number of shares which may be issuable to all Insiders (as defined herein) at any time under this Plan together with any other Security Based Compensation Arrangement shall not exceed 10% of the shares outstanding (on a non-diluted basis) from time to time. The number of shares issued to Insiders within any one year period pursuant to all of the Corporation's Security Based Compensation Arrangements shall not exceed 10% of the number of outstanding shares on a non-diluted basis.

The maximum number of shares which may be issuable to any one consultant within any one year period under this Plan together with any other Security Based Compensation Arrangement shall not exceed 2% of the shares outstanding on a non-diluted basis.

The maximum number of shares which may be issuable to all Investor Relations Employee (as defined herein) within any one year period, under this Plan together with any other Security Based Compensation Arrangement shall not exceed 2% of the shares outstanding on a non-diluted basis.

No Options can be granted under this Plan if the Corporation is on notice from the TSXV to transfer its listed shares to the NEX (as defined herein) or while the Corporation's shares trade on the NEX.

For the purpose of this Plan, " Insider " shall have the meaning ascribed to such term in the TSXV Corporate Finance Manual. For the purposes of this Plan, " NEX " means separate board of the TSXV for companies previously listed on the TSXV or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets. For the purposes of this Plan " NEX Policies " means the rules and policies of the NEX as amended from time to time. For the purposes of this Plan, " Security Based Compensation Arrangements " means a stock option, stock option plan, restricted share unit plan, deferred share unit plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of shares to one or more service providers for the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise and any other equity-based compensation plan in effect from time to time. For the purposes of this Plan " TSXV Corporate Finance Manual " means the rules and policies of the TSXV as amended from time to time.

4. ELIGIBILITY AND PARTICIPATION

Executive directors, officers, consultants, employees and any individual engaged to provide services that promote the purchase or sale of the issued securities of the Corporation (" Investor Relations Employee ") shall be eligible to participate in this Plan (such persons hereinafter collectively referred to as

D-3

Page 3

Osisko Development Corp. Stock Option Plan

" Participants "). For the avoidance of doubt, non-employee directors are not eligible to participate in this Plan.

Subject to the foregoing, the Board of Directors or the Committee, as applicable, may from time to time determine the Participants to whom Options may be granted, the terms and provisions of the respective option agreements, the time or times at which such Options shall be granted, the number of shares to be subject to each Option and the expiry date of each Option. The Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide employee or consultant, as the case may be. An individual who has been granted an Option may, if he is otherwise eligible, and if permitted under the policies of the stock exchange or stock exchanges on which the shares of the Corporation are to be listed, be granted an additional Option or Options if the Directors shall so determine.

5. EXERCISE PRICE

The price per share at which any common share which is the subject of an Option may be purchased (the " Price ") will be established by the Board of Directors or the Committee, as applicable, subject to the rules of the regulatory authorities having jurisdiction over the securities of the Corporation, on the basis of the market price at the time the Option is granted, where " market price " shall mean the closing price of the shares of the Corporation on the TSXV, on the trading date immediately preceding the date of the Option grant in question, subject to applicable laws and regulations; provided, however, that where there is no such closing price or trade on the trading date immediately preceding the date of the Option grant in question, then " market price " shall mean the closing price or trade on the immediately preceding trading date of such date in question on which shares of the Corporation actually traded and for which there is a closing price on the TSXV.

The Price shall not be less than the market price and, for so long as the shares of the Corporation are listed on the TSXV, may not be less than $0.05 per share in accordance with the policies of the TSXV.

6. DURATION OF OPTION

Each Option and all rights thereunder shall expire on the date set out in the option agreement entered into in connection with the grant of Options under this Plan and shall be subject to earlier termination as provided in Section 8, 9, 10 and 11. See Section 7(a) for a description of the Option Period (as defined herein).

7. OPTION PERIOD, CONSIDERATION AND PAYMENT

• (a) The period within which such Option shall be exercised (the " Option Period ") shall be a period of time fixed by the Board of Directors and set out in an agreement pursuant to which the Options are granted, not to exceed ten (10) years from the date the Option is granted; provided that the Option Period shall be reduced with respect to any Option as provided in Sections 8, 9, 10, 11 and 14; and further provided that the Option Period may be extended beyond ten (10) years where the expiry date falls within a Blackout Period (defined herein).

• (b) Except as set forth in Section 11 and subject to the provisions of Section 8, an Option shall vest and may be exercised (in each case to the nearest full share) during the Option Period in such manner as the Board of Directors may fix by resolution. 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 the extent required by any stock exchange or stock exchanges on which the shares of the Corporation are listed, no Option may be

D-4

Page 4

Osisko Development Corp. Stock Option Plan

exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.

• (c) Except as set forth in Sections 8, 9, 10 and 11, no Option may be exercised unless the Participant is at the time of such exercise a director, officers, employee or consultant of the Corporation and/or its Subsidiaries or an Investor Relations Employee of the Corporation and/or its Subsidiaries; except in the case of a consultant, where the Option has been granted for a specific service, the Option may be exercised only upon completion of that service.

• (d) The exercise of any Option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of shares with respect to which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such shares with respect to which the Option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any shares subject to an Option under this Plan, unless and until the certificates for such shares are issued to him or them under the terms of this Plan. Such certificate issued will bear a legend stipulating any resale restrictions required under applicable securities laws. Further, if the Corporation is a Tier 2 or NEX Issuer, or the exercise price is set below the then current market price of the shares on the TSXV, the certificate will also bear a legend stipulating that the Option shares are subject to a four-month TSXV hold period commencing on the date of the grant of the Option.

• (e) Notwithstanding the foregoing, 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 Corporation's insider trading policy, as it may be implemented and amended from time to time (the " Blackout Period ") or within 10 business days thereafter, the Option shall expire on the date that is 10 business days following the Blackout Period. 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.

• (f) During an Option Period or a period prescribed by Section 7(e), as the case may be, a Participant may, by sending a notice to the Corporation containing the information set out in Section 7(d), elect to exercise the Participant's Options in accordance with the mechanism of this Section 7(f). Options may be exercised for shares issued from treasury once the vesting criteria have been satisfied and upon payment of the exercise price.

8. CHANGE OF CONTROL

• 8.1 For the purposes of this Section 8, " Change of Control " shall mean:

• 8.1.1 if a person, by means of a takeover bid made in accordance with the applicable provisions of the Securities Act (Québec) (the " Securities Act "), directly or indirectly, acquires an interest in one of the Corporation's classes of shares conferring 50% or more of the votes entitling him to elect the Directors of the Corporation;

• 8.1.2 if a person, by means of stock market transactions, directly or indirectly, acquires an interest in one of the Corporation's classes of shares conferring 50% or more of the votes

D-5

Page 5

Osisko Development Corp. Stock Option Plan

entitling him to elect the Directors of the Corporation; however, the acquisition of securities by the Corporation itself through one of its Subsidiaries or affiliates, or by means of an employee benefits plan of the Corporation or one of its Subsidiaries or affiliates (or by the trustee of any such plan), shall not constitute a takeover;

• 8.1.3 the consummation of any transaction including, without limitation, any consolidation, amalgamation, merger, arrangement or issue of voting securities the result of which is that any person or group of persons acting jointly or in concert for purposes of such transaction (other than the Corporation and its Subsidiaries) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting securities of the Corporation or of any such consolidated, amalgamated, merged or other continuing-entity, measured by voting power rather than number of securities (but shall not include the creation of a holding company or similar transaction that does not involve a change in the beneficial ownership of the Corporation);

• 8.1.4 the sale, lease or exchange of 50% or more of the property of the Corporation to another person or entity, other than in the ordinary course of business of the Corporation or any of its subsidiaries; for greater certainty, the sale, lease or exchange of 50% or more of the property of the Corporation to an entity in which the Corporation holds, directly or indirectly, 50% or less of the voting securities will be considered, for the purposes hereof, a "Change of Control";

• 8.1.5 if the individuals who are, from time to time, proposed as nominees of management of the Corporation in a management information circular of the Corporation to be elected as directors of the Corporation at a meeting of the shareholders involving a contest for, or an item of business relating to, the election of directors of the Corporation, do not constitute a majority of the directors of the Corporation immediately following such meeting of the shareholders; or

• 8.1.6 any other transaction that is deemed to be a "Change of Control" for the purposes of this Plan by the Board of directors, or Committee, as applicable, in its sole discretion.

• 8.2 Notwithstanding any provisions to the contrary contained in this Plan, all Options outstanding at the time of a Change of Control shall vest and become immediately exercisable.

9. CEASING TO BE AN EXECUTIVE DIRECTOR, OFFICER, OR EMPLOYEE

Subject to any provisions to the contrary contained in any employment agreement or any option agreement entered into in connection with the grant of Options under this Plan, if a Participant shall cease to be an executive director, officer, consultant, employee or Investor Relations 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 90 days thereafter (or if the Participant is an Investor Relations Employee, 30 days thereafter) or on the expiry date, whichever comes first.

Nothing contained in this Plan, nor in any Option granted pursuant to this Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant or employee of the Corporation or of any Subsidiary or affiliate.

D-6

Page 6

Osisko Development Corp. Stock Option Plan

10. DISABILIY OR RETIREMENT OF PARTICIPANT

If a Participant shall cease to be a director, officer, 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.

11. DEATH OF PARTICIPANT

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 during a period commencing on the date of the death and ending one year thereafter or on the expiry date, whichever comes first.

12. RIGHTS OF OPTIONEE

No person entitled to exercise any Option granted under this Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any shares issuable upon exercise of such Option (including any right to receive dividends or other distributions therefrom or thereon) until certificates representing such shares shall have been issued.

13. PROCEEDS FROM SALE OF SHARES

The proceeds from sale of shares issued upon the exercise of Options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board of Directors may determine and direct.

14. ADJUSTMENTS

In the event that the outstanding shares of the Corporation 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 the corporate structure or 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 wind-up, or in the event an offer to purchase the shares of the Corporation or any part thereof shall be made to all holders of shares of the Corporation, the Corporation shall have the right, upon written notice thereof to each Participant, to require the exercise of the Option granted within the thirty (30) day period next 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.

D-7

Page 7

Osisko Development Corp. Stock Option Plan

15. TRANSFERABILITY

All benefits, rights and Options accruing to any Participant in accordance with the terms and conditions of this Plan shall not be transferable or assignable otherwise than by will or by the laws of descent and distribution. During the lifetime of a Participant any benefits, rights and Options may only be exercised by the Participant.

16. AMENDMENT AND TERMINATION OF PLAN

• (a) The approval of the Board and the requisite approval from the TSXV and the Shareholders shall be required for any of the following amendments to be made to this Plan:

• (i) an increase to the number of shares issuable under this Plan or a change from a fixed maximum percentage plan to a fixed maximum number of shares;

• (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 as set out in the TSXV Corporate Finance Manual;

• (iv) an extension of the term of any Option beyond the original expiry date (except, for greater certainty, pursuant to Section 7(e));

• (v) any change to the definition of "Participant" 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 favourable to optionees;

• (viii) any amendment to Section 15;

• (ix) any amendment that may modify or delete any of this Section 16(a); and

• (x) any other amendments that may lead to significant or unreasonable dilution in the Corporation's outstanding securities or may provide additional benefits to Participants, especially insiders, at the expense of the Corporation and its existing Shareholders.

• (b) The Corporation shall obtain disinterested shareholder approval prior to any of the following actions becoming effective:

• (i) This Plan, together with all of the Corporation's other Security Based Compensation Arrangements, could result at any time in (x) the number of

D-8

Page 8

Osisko Development Corp. Stock Option Plan

shares reserved for issuance under Options granted to Insiders exceeding 10% of the outstanding shares, (y) the grant to Insiders within a twelve-month period of a number of Options exceeding 10% of the outstanding shares; and (z) the issuance to any one Participant within a 12-month period, of a number of shares exceeding 5% of outstanding shares; or

• (ii) Any reduction in the exercise price of an Option previously granted to Insiders.

• (c) The Board may, without Shareholder approval but subject to receipt of requisite approval from the TSXV, in its sole discretion make all other amendments to this Plan that are not of the type contemplated in Section 16(a) above including, without limitation:

• (i) amendments of housekeeping nature, such as to rectify typographical errors and/or to include clarifying provisions for greater certainty;

• (ii) a change to the vesting provisions of an Option or this Plan;

• (iii) amendments necessary as a result of changes in securities laws and other laws applicable to the Corporation;

• (iv) if the Corporation becomes listed or quoted on a stock exchange or stock market senior to the TSXV, it may make such amendments as may be required by the policies of such senior stock exchange or market.

• (d) Subject to this Section 16 and the rules of the TSXV, the exercise price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the shares commenced trading on the TSXV, and the date of the last amendment of the exercise price.

• (e) An Option must be outstanding for at least one year before the Corporation may extend its term, subject to the limits contained in Section 6.

• (f) Any proposed amendment to the terms of an Option is subject to the rules of the TSXV.

17. NECESSARY APPROVALS

The obligation of the Corporation to issue and deliver shares in accordance with this Plan is subject to any approvals which may be required from any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such shares shall terminate and any Option exercise price paid to the Corporation will be returned to the Participant.

18. STOCK EXCHANGE RULES

The rules of any stock exchange upon which the Corporation's shares are listed shall be applicable relative to Options granted to Participants.

D-9

Page 9

Osisko Development Corp. Stock Option Plan

19. EXPIRY OF OPTION

On the expiry date of any Option granted under this Plan, and subject to any extension of such expiry date permitted in accordance with this Plan, such Option hereby granted shall forthwith expire and terminate and be of no further force or effect whatsoever as to such of the optioned shares in respect of which the Option has not been exercised.

20. OPTIONS NOT EXERCISED

In the event an Option granted under this Plan expires unexercised or is terminated by reason of dismissal of the optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Option shares that were issuable thereunder will be returned to this Plan and will be eligible for reissuance.

21. EFFECTIVE DATE OF PLAN

This Plan has been adopted by the Board of Directors of the Corporation subject to the approval of the stock exchange or stock exchanges on which the shares of the Corporation are to be listed and the approval by the shareholders of the Corporation and, if so approved, this Plan shall become effective upon such approvals being obtained.

22. INTERPRETATION

This Plan will be governed by and construed in accordance with the laws of Canada and of the Province of Québec.

This Plan was adopted by the Board of Directors on October [�], 2020.

This Plan was adopted by the Shareholders on November 20, 2020.

D-10

OSISKO DEVELOPMENT CORP. RESTRICTED SHARE UNIT PLAN

1. PURPOSE OF THIS PLAN

The purpose of the Restricted Share Unit Plan (this " Plan ") of Osisko Development Corp. (the " Corporation ") 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 Plan and the shareholders of the Corporation.

2. DEFINITIONS

For the purposes of this Plan, the terms contained in this Section shall have the following meanings.

• (a) " Benefits Extension Period " shall mean any additional period of time allocated to a terminated Participant, as the case may be, during which certain benefits of employment are contractually maintained (which, for the avoidance of doubt, may not exceed twelve (12) months from the date on which such Participant ceases to be eligible under this Plan in accordance with Section 8(b)).

• (b) " Blackout Period " means any blackout period imposed by the Corporation applicable to a Participant, during which specified individuals, including Insiders of the Corporation, may not trade in the securities of the Corporation (including, for greater certainty, any period during which specific individuals are restricted from trading because they possess material non-public information).

• (c) " Board " or " Board of Directors " shall mean the Board of Directors of the Corporation.

• (d) " Change of Control " shall mean:

• (i) if a person, by means of a takeover bid made in accordance with the applicable provisions of the Securities Act (Québec) (the " Securities Act "), directly or indirectly, acquires an interest in one of the Corporation's classes of shares conferring 50% or more of the votes entitling him to elect the Directors of the Corporation;

• (ii) if a person, by means of stock market transactions, directly or indirectly, acquires an interest in one of the Corporation's classes of shares conferring 50% or more of the votes entitling him to elect the Directors of the Corporation; however, the acquisition of securities by the Corporation itself through one of its Subsidiaries or affiliates, or by means of an employee benefits plan of the Corporation or one of its Subsidiaries or affiliates (or by the trustee of any such plan), shall not constitute a takeover;

• (iii) the consummation of any transaction including, without limitation, any consolidation, amalgamation, merger, arrangement or issue of voting securities the result of which is that any person or group of persons acting jointly or in concert for purposes of such transaction (other than the Corporation and its Subsidiaries) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting securities of the Corporation or of any such consolidated, amalgamated, merged or other continuing-entity, measured by voting power rather than number

D-11

Page 2

Osisko Development Corp. Restricted Share Units Plan

of securities (but shall not include the creation of a holding company or similar transaction that does not involve a change in the beneficial ownership of the Corporation);

• (iv) the sale, lease or exchange of 50% or more of the property of the Corporation to another person or entity, other than in the ordinary course of business of the Corporation or any of its subsidiaries; for greater certainty, the sale, lease or exchange of 50% or more of the property of the Corporation to an entity in which the Corporation hold, directly or indirectly, 50% or less of the voting securities will be considered, for the purposes hereof, a "Change of Control";

• (v) if the individuals who are, from time to time, proposed as nominees of management of the Corporation in a management information circular of the Corporation to be elected as directors of the Corporation at a meeting of the shareholders involving a contest for, or an item of business relating to, the election of directors of the Corporation, do not constitute a majority of the directors of the Corporation immediately following such meeting of the shareholders; or

• (vi) any other transaction that is deemed to be a "Change of Control" for the purposes of this Plan by the Board of Directors in its sole discretion.

• (e) " Committee " shall mean the Human Resources Committee of the Board of Directors of the Corporation or such other committee of the Board comprised of members of the Board as the Board shall from time to time appoint to administer this Plan.

• (f) " Common Share " shall mean a common share of the Corporation.

• (g) " Consultant " means a "consultant" as defined in Policy 4.4 of the TSXV Corporate Finance Manual, as amended from time to time.

• (h) " Corporation " has the meaning ascribed thereto in Section 1 hereof.

• (i) " Insider " means an "insider" as defined in the TSXV Corporate Finance Manual, as amended from time to time.

• (j) " Long Term Disability " means a total permanent disability for a continuous period of more than 17 weeks.

• (k) " Market Value " of a Common Share shall mean the closing market price of the Common Shares on the TSXV on the applicable date.

• (l) " Participant " shall mean executive members of the Board of directors, officers, Consultants and employees of the Corporation and/or any Subsidiary. For greater certainty, non-executive members of the Board of Directors and Consultants providing investor relations or market-making activities shall not participate in this Plan.

• (m)

• " Plan " has the meaning ascribed thereto in Section 1 hereof.

• (n) " Restricted Share Unit " or " RSU " shall mean a right awarded to a Participant to receive a payment in the form of Common Shares, cash or a combination of Common Shares and cash, as provided in Section 8 hereof and subject to the terms and conditions of this Plan.

D-12

Page 3

Osisko Development Corp. Restricted Share Units Plan

• (o) " Security Based Compensation Arrangements " means this Plan, the Corporation's stock option plan, the Corporation's deferred share unit plan, the Corporation's employee share purchase plan and any other equity-based compensation plan in effect from time to time.

• (p) " Settlement Date " shall mean the day on which the Corporation pays to a Participant the Market Value of the RSUs that have become vested and payable in cash or in Common Shares at the sole discretion of the Committee.

• (q) " Subsidiary " shall mean any subsidiary of the Corporation from time to time.

• (r) " TSXV " means the TSX Venture Exchange, or such other stock exchange or dealing network where the majority of the trading volume or value of the Common Shares occurs.

Securities Definitions: In this Plan, the term "affiliate" shall have the meaning given to such term in the Securities Act.

3. ADMINISTRATION OF THIS PLAN

• (a) This Plan shall be administered by the Committee, which comes under the authority of the Board. The Committee has full power and authority to interpret this Plan, to establish any rules and regulations and to adopt any condition that it deems necessary or desirable for the administration of this Plan within the limits prescribed by applicable legislation.

• (b) No member of the Committee shall be liable for any action or determination made in good faith pursuant to this Plan. To the full extent permitted by law, the Corporation shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such person is or was a member of the Committee and, as such, is or was required or entitled to take action pursuant to the terms of this Plan.

4. ELIGIBILITY

The Committee designates, upon recommendation from the President or Chief Executive Officer, from time to time and at their sole discretion, the executives and key employees of the Corporation or of a Subsidiary who are entitled to participate in this Plan.

5. GRANT OF RESTRICTED SHARE UNITS

• (a) Periodically, the Committee will determine, at its sole discretion, the size of grants in respect of any Participant, together with the applicable vesting conditions, including performance vesting conditions. Settlement will be made in Common Shares, in cash or in a combination of Common Shares and cash, at the sole discretion of the Committee to be determined on the Settlement Date. The Corporation shall notify each Participant in writing of the number of RSUs to be granted, the vesting conditions thereof and the fact that the settlement will be made in Common Shares, cash or a combination of both at the sole discretion of the Committee to be determined at the Settlement Date.

• (b) The aggregate number of Common Shares reserved for issuance from treasury under this Plan shall not exceed 4,000,000 Common Shares, provided, however, the number of Common Shares reserved for issuance from treasury under this Plan and pursuant to all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries shall, in the aggregate, not exceed 10% of the number of Common Shares then issued and

D-13

Page 4

Osisko Development Corp. Restricted Share Units Plan

outstanding. Any Common Shares subject to a RSU which has been cancelled or terminated in accordance with the terms of this Plan without settlement will again be available under this Plan.

• (c) The grant of RSUs under this Plan is subject to a number of restrictions including the following: (i) the aggregate number of Common Shares which may be reserved for issuance to Insiders under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries shall not, in the aggregate, exceed ten percent (10%) of the issued and outstanding Common Shares, calculated on a non-diluted basis; (ii) within any twelve (12) month period, the Corporation shall not issue Insiders under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries, in the aggregate, a number of Common Shares exceeding ten percent (10%) of the issued and outstanding Common Shares, calculated on a non-diluted basis; (iii) within any twelve (12) month period, the Corporation shall not issue to any one person (and companies wholly-owned by that person) under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries, in the aggregate, a number of Common Shares exceeding five percent (5%) of the issued and outstanding Common Shares, calculated on a non-diluted basis; and (v) within any twelve (12) month period the Corporation shall not issue to a Consultant under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries, in the aggregate, a number of Common Shares exceeding two percent (2%) of the issued and outstanding Common Shares, calculated on a non-diluted basis.

6. CREDITS FOR DIVIDENDS

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 Participant's RSUs had been Common Shares by the Market Value on the date on which the dividends were paid on the Common Shares. RSUs granted to a Participant under this Section 6 shall be subject to the same vesting as the RSUs to which they relate. Notwithstanding the foregoing, nothing in this Plan shall permit the Corporation to grant RSUs in excess of the maximum number of Common Shares reserved for issuance from treasury under this Plan, as set out in Section 5(b).

7. TERMINATION OF EMPLOYMENT

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 or 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, or 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:

D-14

Page 5

Osisko Development Corp. Restricted Share Units Plan

• ⎯

• (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 termination for 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 RSU 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 included in the Benefits Extension Period and those actually worked from the date of grant of such RSUs up until the date of termination for 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 RSU 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 termination for 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 Corporation's benefit plans or policies, unless the Committee decides otherwise at its sole discretion.

8. VESTING AND SETTLEMENT OF RESTRICTED SHARE UNITS

• (a) Unless otherwise indicated by the Committee upon grant (as to the vesting term) and subject to Section 7(b) (as to the number of RSUs to vest), 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 be multiplied by the performance percentage determined by the Board of Directors of the Corporation upon vesting, provided however that should such performance percentage exceed 100%, then the Corporation shall be entitled to settle such amount that exceeds 100% in cash at its sole discretion. Notwithstanding the foregoing, the Committee may, in its entire discretion, accelerate the terms of vesting of any RSUs in circumstances deemed appropriate by the Committee.

• (b) Should a Participant cease to be eligible under this Plan pursuant to Section 7(b), notwithstanding any Benefits Extension Periods granted, any RSUs held by such Participant shall expire within twelve (12) months from the date on which such Participant ceases to be eligible and any vested RSUs granted to such Participant must be settled, pursuant to the procedures outlined in this Section and subject to Section 8(e), within a maximum of ten (10) years following the date of grant.

D-15

Page 6

Osisko Development Corp. Restricted Share Units Plan

• (c) Upon a Change of Control, all outstanding RSUs shall vest, irrespective of any performance vesting conditions.

• (d) Following the vesting date, the holder of RSUs shall elect to receive from the Corporation, as applicable (i) Common Shares issued from treasury equal in number to the vested RSUs in the Participant's account, (ii) a lump sum payment in cash equal to the number of vested RSUs recorded in the Participant's account multiplied by the Market Value of a Common Share on the Settlement Date, payable in the form of a cheque, or other payment method as determined by the Committee, 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 holder's RSUs, or (iii) any combination of the foregoing. Notwithstanding the election of the Participant (or his or her succession) in this Section 8(d), the Committee, in its sole discretion, shall be entitled to settle the Participant's account in any form provided for in this Section 8(d).

• (e) If, on the date that RSUs vest to a Participant, there is a Blackout Period imposed by the Corporation during which specified individuals, including "insiders" of the Corporation, may not trade in the securities of the Corporation (including, for greater certainty, any period during which specified individuals are restricted from trading because they possess material non-public information), then the Settlement Date for such RSUs shall be the tenth (10th) day following the date on which the RSUs vest to such Participant (or the immediately ensuing business day if such date is not a business day).

• (f) Once settled, the holder shall have no further entitlement in connection with such vested RSUs under this Plan.

• (g) Common Shares issued by the Corporation under this Plan shall be considered fully paid in consideration of past services that is no less in value than the fair equivalent of the money the Corporation would have received if the Common Shares had been issued for money.

9. SHARES SUBJECT TO THIS PLAN

Subject to adjustment pursuant to provisions of Section 10 hereof, the aggregate number of Common Shares reserved for issuance from treasury under this Plan shall not exceed 4,000,000 Common Shares, provided, however, the number of Common Shares reserved for issuance from treasury under this Plan and pursuant to all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries shall, in the aggregate, not exceed 10% of the number of Common Shares then issued and outstanding.

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 this Plan or any other Security Based Compensation Arrangement of the Corporation.

10. ADJUSTMENTS TO THE NUMBER OF RESTRICTED SHARE UNITS

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 Corporation's 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.

D-16

Page 7

Osisko Development Corp. Restricted Share Units Plan

11. PARTICIPANT ACCOUNTS

The Corporation shall maintain an account for each Participant recording at all times the number of RSUs credited to the Participant. Upon payment in satisfaction of RSUs pursuant to Section 8 hereof, such RSUs shall be cancelled. A written notification of the balance in the account maintained for each Participant shall be mailed by the Corporation or by an administrator on behalf of the Corporation to each Participant at least annually. A Participant shall not be entitled to any certificate or other document evidencing the amount of RSUs in his or her account.

12. RIGHTS OF PARTICIPANTS

• (a) No Participant shall have any claim or right to any Common Shares pursuant to this Plan. Under no circumstances shall RSUs be considered Common Shares nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership or control of Common Shares, nor shall any Participant be considered the owner of any Common Shares pursuant to this Plan.

• (b) The rights and interests of a Participant in respect of this Plan are not transferable or assignable other than by will or the laws of succession to the legal representative of the Participant.

• (c) Neither participation in this Plan nor any action taken under this Plan shall give or be deemed to give any Participant a right to continued employment with the Corporation and shall not interfere with any right of the Corporation to dismiss any Participant. The payment of any sum of money in cash in lieu of notice of the termination of employment shall not be considered as extending the period of employment for the purposes of this Plan.

13. REORGANIZATION OF THE CORPORATION

The existence of any RSUs shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

In the case of an adjustment to the issued shares of the Corporation following a dividend in shares, an amalgamation, a combination, merger or consolidation, a share-for-share exchange or any other similar change in the capital structure of the Corporation, an adjustment shall be made by the Corporation to the number of RSUs or to the kind of shares that are subject to the issued RSUs, as the case may be. The Committee shall make such adjustment, which shall be final and binding for purposes of this Plan.

14. AMENDMENTS, SUSPENSION OR TERMINATION OF THIS PLAN

• (a) The approval of the Board of Director and the requisite approval from the TSXV and disinterested shareholders of the Corporation (by a simple majority vote) shall be required for any of the following amendments to be made to this Plan:

• (i) any increase to the percentage of shares reserved for issuance under this Plan or a change from a fixed maximum percentage of shares to a fixed maximum number of shares;

D-17

Page 8

Osisko Development Corp. Restricted Share Units Plan

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

• (iii) remove or exceed the insider participation limit prescribed by the TSXV Corporate Finance Manual

• (iv) any amendment that may modify or delete any of this Section 14(a).

• (b) The Board may, subject to receipt of requisite approval from the TSXV, in its sole discretion make all other amendments to this Plan that are not of the type contemplated in Section 14(a) above including, without limitation, amend, suspend or terminate this Plan in whole or in part or amend the terms of RSUs credited in accordance with this 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 this 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 Plan (which shall continue to have effect, but only for such purposes) on the Settlement Date.

15. REPRESENTATION AND WARRANTY

• (a) The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of this Plan.

• (b) Subject to Section 8(b), the Corporation represents that any holder of RSUs shall be a bona fide employee, Consultant (subject to Section 2(l)), an executive board member or officer of the Corporation.

16. INTERPRETATION

This Plan shall be governed by and construed in accordance with the laws of the Province of Québec.

This Plan was adopted by the Board of Directors on October [�], 2020.

This Plan was adopted by the Shareholders on November 20, 2020.

D-18

OSISKO DEVELOPMENT CORP. DEFERRED SHARE UNIT PLAN

1. PURPOSE OF THIS PLAN

This Plan has been established to enhance the ability of the Corporation and its Subsidiaries to attract and retain talented individuals to serve as members of the Board of the Corporation and/or the board of directors its Subsidiaries, and to promote alignment of interests between such persons and the shareholders of the Corporation.

2. DEFINITIONS

For the purposes of this Plan, the following words and expressions have the following meaning:

• (a) " Annual DSU Grant " shall mean the annual share based compensation forming part of the Eligible Director's approved compensation.

• (b) " Blackout Period " means any blackout period imposed by the Corporation applicable to a Participant, during which specified individuals, including Insiders of the Corporation, may not trade in the securities of the Corporation (including, for greater certainty, any period during which specific individuals are restricted from trading because they possess material non-public information).

• (c) " Board " or " Board of Directors " shall mean the Board of Directors of the Corporation.

• (d) " Business Day " shall mean any day on which banks are open for business in the Cities of Montréal, Québec or Toronto, Ontario.

• (e) " Change of Control " shall mean:

• (i) if a person, by means of a takeover bid made in accordance with the applicable provisions of the Securities Act (Québec), directly or indirectly, acquires an interest in one of the Corporation's classes of shares conferring 50% or more of the votes entitling such person to elect the Directors of the Corporation;

• (ii) if a person, by means of stock market transactions, directly or indirectly, acquires an interest in one of the Corporation's classes of shares conferring 50% or more of the votes entitling such person to elect the Directors of the Corporation; however, the acquisition of securities by the Corporation itself through one of its Subsidiaries or affiliates, or by means of an employee benefits plan of the Corporation or one of its Subsidiaries or affiliates (or by the trustee of any such plan), shall not constitute a takeover;

• (iii) the consummation of any transaction including, without limitation, any consolidation, amalgamation, merger, arrangement or issue of voting securities the result of which is that any person or group of persons acting jointly or in concert for purposes of such transaction (other than the Corporation and its Subsidiaries) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting securities of the Corporation or of any such consolidated, amalgamated, merged or other continuing-entity, measured by voting power rather than number of securities (but shall not include the creation of a holding company or similar

D-19

Page 2

Osisko Development Corp. Deferred Share Units Plan

transaction that does not involve a change in the beneficial ownership of the Corporation);

• (iv) the sale, lease or exchange of 50% or more of the property of the Corporation to another person or entity, other than in the ordinary course of business of the Corporation or any of its Subsidiaries; for greater certainty, the sale, lease or exchange of 50% or more of the property of the Corporation to an entity in which the Corporation hold, directly or indirectly, 50% or less of the voting securities will be considered, for the purposes hereof, a "Change of Control";

• (v) if the individuals who are, from time to time, proposed as nominees of management of the Corporation in a management information circular of the Corporation to be elected as directors of the Corporation at a meeting of the shareholders involving a contest for, or an item of business relating to, the election of directors of the Corporation, do not constitute a majority of the directors of the Corporation immediately following such meeting of the shareholders; or

• (vi) any other transaction that is deemed to be a "Change of Control" for the purposes of this Plan by the Board of Directors in its sole discretion.

• (f) " Committee " shall mean the Human Resources Committee of the Board of Directors or such other committee of the Board comprised of members of the Board as the Board shall from time to time appoint to administer this Plan.

• (g) " Common Share " shall mean a common share of the Corporation.

• (h)

• " Corporation " shall mean Osisko Development Corp. or a successor.

• (i) " Date of Grant " shall mean the date upon which Deferred Share Units are granted to a Participant pursuant to a Letter of Grant.

• (j) " Deferred Share Unit " or " DSU " shall mean a deferred share unit of the Corporation credited to a Participant's account in accordance with the terms and conditions of this Plan.

• (k) " Director's Remuneration " means all annual cash compensation payable to an Eligible Director by the Corporation or a Subsidiary on a quarterly basis in respect of services provided or to be provided to the Corporation or its Subsidiaries by the Eligible Director including:

• (i) the annual retainer fee for serving as a director;

• (ii) the annual retainer fee for serving as a member of a Board committee; and

• (iii) the annual retainer fee for chairing the Board or a Board committee;

but for greater certainty, excluding amounts owing to an Eligible Director as (i) a reimbursement for expenses incurred in connection with attending meetings, and (ii) an attendance fee for attending or assisting with a meeting (if any).

• (l) " Eligible Director " shall mean a non-executive director of the Board or of the board of directors of a Subsidiary.

D-20

Page 3

Osisko Development Corp. Deferred Share Units Plan

• (m) " Expiry Date " shall mean December 31st of the year following the year of Termination.

• (n) " Initial DSU Grant " shall mean the first Annual DSU Grant to an Eligible Director.

• (o) " Insider " means an "insider" as defined in the TSXV Corporate Finance Manual, as amended from time to time.

• (p) " Letter of Grant " shall mean the letter of grant of Deferred Share Units sent to a Participant, establishing the conditions and terms of vesting of the Deferred Share Units, in the form of Schedule "A-1" or Schedule "A-2" to this Plan.

• (q) " Market Value " of a Common Share shall mean the closing market price of the Common Shares on the TSXV on the applicable date.

• (r) " Participant " shall mean an Eligible Director who participates in this Plan.

• (s) " Person " shall mean, unless the context otherwise requires or unless and to the extent otherwise limited or required by applicable law or rules of a stock exchange, any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity.

• (t) " Plan " shall mean this Deferred Share Unit Plan as set forth herein and as it may be amended from time to time.

• (u) " Security Based Compensation Arrangements " means the DSU Plan, the Corporation's stock option plan, the Corporation's restricted share unit plan, the Corporation's employee share purchase plan and any other equity-based compensation plan in effect from time to time.

• (v) " Settlement Date " shall mean the date, chosen by the Participant, on which the Corporation pays to a Participant the Market Value of the DSU that have become vested and payable in cash or in Common Shares at the sole discretion of the Committee. Such date will fall in the period starting on the Business Day following Termination and ending the last Business Day of the month of December of the year following Termination.

• (w) " Subsidiary " shall mean any subsidiary of the Corporation from time to time.

• (x) " Termination " shall mean, for each Participant, the termination of service of such Participant.

• (y) " Trading Day " means any date on which the TSXV is open for the trading of Common Shares and on which one or more Common Shares actually traded.

• (z) " TSXV " means the TSX Venture Exchange, or such other stock exchange or dealing network where the majority of the trading volume or value of the Common Shares occurs.

• ADMINISTRATION

• (a) This Plan is administered by the Committee which comes under the authority of the Board. The Committee has full power and authority to interpret this Plan, to establish any rules

D-21

Page 4

Osisko Development Corp. Deferred Share Units Plan

and regulations and to adopt any condition that it deems necessary or desirable for the administration of this Plan within the limits prescribed by applicable legislation.

• (b) The Committee may designate, from time to time and at its sole discretion, the Eligible Directors who are entitled to become Participants under this Plan.

• (c) The aggregate number of Common Shares reserved for issuance from treasury under this Plan shall not exceed 3,000,000 Common Shares, provided, however, the number of Common Shares reserved for issuance from the treasury under this Plan and pursuant to all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries shall, in the aggregate, not exceed 10% of the number of Common Shares then issued and outstanding. Any Common Shares subject to a DSU which has been cancelled or terminated in accordance with the terms of this Plan without settlement will again be available under this Plan.

• (d) The grant of DSUs under this Plan is subject to a number of restrictions including the following: (i) the aggregate number of Common Shares issuable to Insiders, at any time, under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries shall not, in the aggregate, exceed ten percent (10%) of the issued and outstanding Common Shares, calculated on a non-diluted basis; (ii) within any twelve (12) month period, the Corporation shall not issue Insiders under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries, in the aggregate, a number of Common Shares exceeding ten percent (10%) of the issued and outstanding Common Shares, calculated on a non-diluted basis; and (iii) within any twelve (12) month period, the Corporation shall not issue to any one Person (and companies wholly-owned by that Person) under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries, in the aggregate, a number of Common Shares exceeding five percent (5%) of the issued and outstanding Common Shares, calculated on a non-diluted basis.

• (e) No member of the Committee shall be liable for any action or determination made in good faith pursuant to this Plan. To the full extent permitted by law, the Corporation shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such person is or was a member of the Committee and, as such, is or was required or entitled to take action pursuant to the terms of this Plan.

• (f) Notwithstanding the foregoing, all actions of the Committee shall be such that this Plan continuously meets the conditions of paragraph 6801(d) of the Income Tax Regulations (Canada) or any successor provision thereto.

4. GRANT OF DEFERRED SHARE UNITS

• (a) The number of DSUs to be granted to an Eligible Director for an Initial DSU Grant or an Annual DSU Grant will be determined by dividing the value of the Initial DSU Grant or an Annual DSU Grant by the Market Value on the Date of Grant.

• (b) The Letter of Grant for an Initial DSU Grant or an Annual DSU Grant shall notify the Participant in writing of the number of Deferred Share Units being granted, the vesting conditions thereof, and the fact that the settlement will be made in Common Shares, cash

D-22

Page 5

Osisko Development Corp. Deferred Share Units Plan

or a combination of both at the sole discretion of the Committee to be determined at the Settlement Date.

• (c) Subject to the limits set out in Section 3(c), an Eligible Director may elect to receive 25%, 50%, 75% or 100% of the Director's Remuneration in the form of DSUs or the whole in cash by completing and delivering to the Vice President, Finance and Chief Financial Officer of the Corporation by no later than the last day of the month in which the most recent annual meeting of shareholders was held the election form set out in Schedule "B" to this Plan.

In the absence of an election by the Eligible Director in any given year, the latest election made by such Director shall continue to apply until the Eligible Director submits another written election in accordance with this Section 4.

An Eligible Director shall only complete and deliver one irrevocable election form in respect of the Director's Remuneration payable in the following 12 month period.

If no election is made, and no prior election remains effective, the Eligible Director will be deemed to have elected to be paid the Director's Remuneration in cash only.

• (d) The number of DSUs to be granted on the last day of each quarter to an Eligible Director as Director's Remuneration will be determined by dividing one fourth (1/4th) of the value of such Director's Remuneration so elected to be received in DSUs by the Market Value.

• (e) Further to receiving an Eligible Director's election form, the Corporation shall issue a Letter of Grant relating to the Director's Remuneration notifying the Participant in writing that the number of DSUs to be issued to such Participant on the last day of each quarter will be determined by dividing one fourth (1/4th) the value of such Director's Remuneration elected to be received in DSUs by the Market Value. The DSUs so granted shall be fully vested upon grant, and the fact that the settlement will be made in Common Shares, cash or a combination of both at the sole discretion of the Committee shall be determined at the Settlement Date.

5. CREDITS FOR DIVIDENDS

Whenever dividends are paid on Common Shares, additional Deferred Share Units will be automatically granted to each Participant who holds Deferred Share Units on the record date for such distribution of dividend. The number of such Deferred Share Units (rounded to the nearest whole Deferred Share Unit) to be credited as of a dividend payment date shall be determined by dividing the aggregate dividend that would have been paid to such Participant if the Participant's Deferred Share Units had been Common Shares by the Market Value on the date on which the distributions were paid on the Common Shares. Deferred Share Units granted to a Participant under this Section 5 shall be subject to the same vesting as the Deferred Share Units to which they relate.

6. VESTING OF THE DEFERRED SHARE UNITS

Unless otherwise indicated by the Committee in the Grant Letter, (i) the Deferred Share Units granted to an Eligible Director, as part of such Eligible Director's Remuneration, shall vest immediately upon such grant and (ii) the Deferred Share Units granted to an Eligible Director as an Annual DSU Grant shall vest one day prior to the Corporation's next annual meeting of shareholders, provided that if a Change of Control takes place, all unvested Deferred Share Units become vested at the time of the Change of Control.

D-23

Page 6

Osisko Development Corp. Deferred Share Units Plan

Notwithstanding the foregoing, the Committee may, in its entire discretion, accelerate the terms of vesting of any DSUs in circumstances deemed appropriate by the Committee.

7. TERMINATION OF A PARTICIPANT AND SETTLEMENT OF DSU

Unless otherwise determined by the Committee, the following events shall constitute an event of Termination upon which all DSUs awarded to such Participant and vested at the time of such event of Termination shall be paid to such Participant, in accordance with the terms of this Plan and the Letter of Grant:

• (a) resignation of a Participant as member of the Board;

• (b) decision of a Participant not to stand for re-election as member of the Board;

• (c) non proposal of a Participant for re-election as member of the Board; or

• (d) death of a Participant.

Further to a Termination in accordance with this Section 7, a Participant becomes entitled to select a Settlement Date. On the Settlement Date, provided that such date must not be later than the last Business Day in December of the first calendar year commencing after such Termination, the Corporation shall either (i) deliver to the Participant, or his legal representative, Common Shares issued from treasury equal in number to one (1) Common Share for each DSU credited to the Participant's account on the Settlement Date, (ii) pay the Participant, or his legal representative, a lump sum cash payment equal to the Market Value of one (1) Common Share for each DSU credit to the Participant's account on the Settlement Date payable in the form of a cheque, or other payment method as determined by the Committee, of any cash portion then payable to the Participant, 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 Participant's DSUs, or (iii) any combination of the foregoing. Notwithstanding the election of the Participant (or his or her succession) in this Section 7, the Committee, in its sole discretion, shall be entitled to settle the Participant's account in any form provided for in this Section 7.

Once settled, the Participant shall have no further entitlement in connection with such DSUs under this Plan. A Participant shall not be entitled to the issuance of any Common Shares or payment of any amount on account of DSUs credited to such Participant's account prior to such Participant's Termination. All vested DSUs granted to a Participant will be settled at the latest on the Expiry Date, subject to any Blackout Period adjustments allowed under this Section 7; provided, however, that while the Common Shares are listed on the TSXV, vested DSUs may not settle in Common Shares (and, for the avoidance of doubt, may only settle in cash) for the settlement of any DSUs occurring more than ten (10) years following the date of grant.

Common Shares issued by the Corporation under this Plan shall be considered fully paid in consideration of past services that is no less in value than the fair equivalent of the money the Corporation would have received if the Common Shares had been issued for money.

For greater certainty, 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.

Notwithstanding the foregoing, if the Settlement Date in respect of any DSUs occurs during a Blackout Period, or within ten (10) business days after the expiry of a Blackout Period, then the Settlement Date shall

D-24

Page 7

Osisko Development Corp. Deferred Share Units Plan

be the date that is the tenth (10[th] ) business day after the expiry of the Blackout Period, provided that such Settlement Date may not be later than the last Business Day of the month of December of the year following Termination. If the revised Settlement Date is not a date that is prior to the last Business Day of the month of December of the year following Termination, then the Settlement Date in respect of such DSUs shall, notwithstanding any other provision of this Plan, be the last Business Day of the month of December of the year following Termination.

8. SHARES SUBJECT TO THIS PLAN

Subject to adjustment pursuant to provisions of Section 8 hereof, the aggregate number of Common Shares reserved for issuance from treasury under this Plan shall not exceed 3,000,000 Common Shares, provided, however, the number of Common Shares reserved for issuance from the treasury under this Plan and pursuant to all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries shall, in the aggregate, not exceed 10% of the number of Common Shares then issued and outstanding.

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 this Plan or any other Security Based Compensation Arrangement of the Corporation.

9. ADJUSTMENTS TO THE NUMBER OF DEFERRED SHARE UNITS

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 Corporation's 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 to the nearest whole DSU.

10. CEASE TRADE

In the event that the Participant's Settlement Date is after the date on which the Common Shares ceased to be traded on the TSXV, provided such cessation in trading is not reasonably expected to be temporary (the " Cease Trade Date "), the value of the DSUs redeemed by or in respect of the Participant pursuant to Section 7 shall be determined in accordance with the following:

• (a) where the Participant's Termination Date is before or not more than 365 days after the last Trading Day of the Common Shares before the Cease Trade Date, the value of each DSU credited to the Director at his or her Settlement Date shall be equal to the Market Value on the last Trading Day before the Cease Trade Date; and

• (b) where the Participant's Termination Date is after the date that is 365 days after the last Trading Day before the Cease Trade Date, the value of each DSU credited to the Director's DSU Account at his or her Settlement Date shall be based on the fair market value of a Common Share of the Corporation or of a corporation related thereto at his or her Settlement Date as is determined on a reasonable and equitable basis by the Board after receiving the advice of one or more independent firms of investment bankers of national repute.

The value of a Director's DSUs determined in accordance with Paragraph (a) or (b) of this Section 10, as applicable, shall be paid to the Director (or, if the Director has died, to his or her estate) in the form of

D-25

Page 8

Osisko Development Corp. Deferred Share Units Plan

newly issued Common Shares by the Corporation, net of any applicable withholdings as soon as practicable after the Participant's Settlement Date, provided that in any event such payment date shall be no later than December 31 of the first calendar year commencing after the Participant's Termination Date.

11. PARTICIPANT ACCOUNTS

The Corporation shall maintain an account for each Participant recording at all times the number of Deferred Share Units credited to the Participant. Upon payment in satisfaction of Deferred Share Units pursuant to Section 7 hereof, such Deferred Share Units shall be cancelled. A written notification of the balance in the account maintained for each Participant shall be mailed by the Corporation or by an administrator on behalf of the Corporation to each Participant at least annually. A Participant shall not be entitled to any certificate or other document evidencing the amount of Deferred Share Units in such Participant's account.

12. RIGHTS OF PARTICIPANTS

• (a) Under no circumstances shall Deferred Share Units be considered Common Shares nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership or control of Common Shares, nor shall any Participant be considered the owner of any Common Shares pursuant to this Plan.

• (b) The rights and interests of a Participant in respect of this Plan are not transferable or assignable other than by will or the laws of succession to the legal representative of the Participant.

• (c) Neither participation in this Plan nor any action taken under this Plan shall give or be deemed to give any Participant a right to continued participation to the Board.

13. REORGANIZATION OF THE SHARE CAPITAL

The existence of any Deferred Share Units shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

In the case of an adjustment to the issued shares of the Corporation following a dividend in shares, an amalgamation, a combination, merger or consolidation, a share-for-share exchange or any other similar change in the capital structure of the Corporation, an adjustment shall be made by the Corporation to the number of Deferred Share Units or to the kind of shares that are subject to the issued Deferred Share Units, as the case may be. The Committee shall make such adjustment, which shall be final and binding for purposes of this Plan.

14. AMENDMENT AND TERMINATION OF THIS PLAN

• (a) The approval of the Board of Directors and the requisite approval from the TSXV and disinterested shareholders of the Corporation (by a simple majority) shall be required for any of the following amendments to be made to this Plan:

D-26

Page 9

Osisko Development Corp. Deferred Share Units Plan

• (i) any increase to the percentage of shares reserved for issuance under this Plan or a change from a fixed maximum percentage of shares to a fixed maximum number of shares;

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

• (iii) remove or exceed the insider participation limit prescribed by the TSXV Corporate Finance Manual; and

• (iv) any amendment that may modify or delete any of this Section 14(a).

• (b) The Board may, subject to receipt of requisite approval from the TSXV, in its sole discretion make all other amendments to this Plan that are not of the type contemplated in Section 14(a) above including, without limitation:

• (i) amend, suspend or terminate this Plan in whole or in part or amend the terms of DSUs credited in accordance with this 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 this Plan, DSUs previously credited to Participants shall remain outstanding and in effect and be settled in due course in accordance with the terms of this Plan (which shall continue to have effect, but only for such purposes) on the Settlement Date.

15. VOLUNTARY PARTICIPATION

• (a) Participation of a Participant in this Plan is completely voluntary and optional and should not be construed as granting to a Participant rights or privileges other than those that are expressly described under the rules of this Plan and the Letter of Grant.

• (b) This Plan offers no guarantee against the losses that may result from the market fluctuations of the price of the Common Shares.

• (c) The Corporation shall not be liable for the consequences of the participation of a Participant in this Plan in respect of income or taxes on the income of a Participant and the Participants must consult their own tax advisors in this respect.

16. WITHHOLDING TAXES

The Corporation or its Subsidiaries may withhold from any payment to or for the benefit of a Participant any amount required to in order to comply with the applicable provisions of any federal, provincial, state or local law relating to the withholding of tax or the making of any other source deductions, including on

D-27

Page 10

Osisko Development Corp. Deferred Share Units Plan

the amount, if any, included in income of a Participant and may adopt and apply such rules and regulations that, in its opinion, will ensure that the Corporation or its Subsidiaries will be able to so comply.

17. REPRESENTATION AND WARRANTY

• (a) The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of this Plan.

• (b) Subject to Section 7, the Corporation represents that any holder of DSUs shall be a bona fide Eligible Director.

INTERPRETATION

This Plan shall be governed by and construed in accordance with the laws of the Province of Québec.

This Plan was adopted by the Board of Directors on October [�], 2020.

This Plan was adopted by the Shareholders on November 20, 2020.

D-28

Page 11

Osisko Development Corp. Deferred Share Units Plan

SCHEDULE "A-1"

LETTER OF GRANT [ Initial and Annual Grant ]

[DATE]

[NAME] [Address]

RE: Grant of Deferred Share Units by Osisko Development Corp. ("Osisko Development")

Dear [NAME]:

In accordance with Osisko Development's Deferred Share Unit Plan (the " Plan "), it is with great pleasure that I hereby confirm that the Board of Directors of Osisko Development has granted to you [NUMBER] Deferred Share Units (" DSUs ") as part of your [one-time initial grant] OR [annual grant] in accordance with the terms and conditions set forth below:

Your DSU Grant is subject to the following terms:

Grant Date:	[DATE]
Number of rights acquired and Vesting:	[Number] DSUs issued as part of your [initial
	grant] OR [annual grant], which are vesting [one
	day prior to Osisko Development's next annual
	meeting of shareholders].
Unit value at grant:	Can $[PRICE] per DSU.
Expiry Date:	December 31stof the year following the year of
	the Termination of your service (as per the term
	of the Plan).
Settlement Date:	The date, chosen by you to receive payment by
	Osisko Development of your vested DSU; such
	date will be comprised in the period starting the
	Business Day following Termination and ending
	the last Business Day of the month of December
	of the year following Termination.
Settlement of DSUs	DSUs will be settled, at the discretion of Osisko
	Development on the Settlement Date, in
	Common Shares, in cash or in a combination of
	Common Shares and cash.

D-29

Page 12

Osisko Development Corp. Deferred Share Units Plan

In accordance with the rules of the Plan (a copy of which is attached herewith):

• (a) Whenever dividends are paid on Common Shares, additional DSUs will be automatically granted to you. 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 if your DSUs had been Common Shares by the Market Value on the date on which the dividends were paid on the Common Shares. DSUs automatically granted as a result of dividends paid shall be subject to the same vesting as the DSUs to which they relate; and

• (b) Following the termination of your service, and unless otherwise provided for in the foregoing grant letter, the Deferred Share Units credited to your account shall be settled, on the Settlement Date, at the discretion of Osisko Development, in Common Shares, in cash or in a combination of Common Shares and cash. The amount of cash and Common Shares payable shall be calculated pursuant to Section 7 of the Plan.

The terms and expressions used in this Letter of Grant and which are defined under the Plan have the meaning assigned to them under the Plan, unless the context requires otherwise.

For further information, do not hesitate to contact me.

Trusting this is satisfactory, please accept, dear [NAME], the expression of my distinguished sentiments.

Yours very truly,

OSISKO DEVELOPMENT CORP.

[AUTHORIZED SIGNATORY]

D-30

Page 13

Osisko Development Corp. Deferred Share Units Plan

SCHEDULE "A-2"

LETTER OF GRANT [ Director's Remuneration ]

[DATE]

[NAME] [Address]

RE: Payment of Director's Remuneration in Deferred Share Units (" DSU ") of Osisko Development " " Corp. ( Osisko Development )

Dear [NAME]:

In accordance with Osisko Development's DSU Plan (the " Plan "), it is with great pleasure that I hereby confirm that the Board of Directors of Osisko Development received and approved your election form pursuant to which you elected to receive ______% of your Director's Remuneration in DSUs in accordance with the terms and conditions set forth below:

Grant Date:	At the end of each quarter of the financial year.
Number of rights acquired and Vesting:	The number of DSUs to be granted as Director's
	Remuneration will be determined by dividing one
	fourth (1/4th) the value of ______% of your
	Director's Remuneration by the Market Value;
	such DSUs are fully vested upon each quarterly
	grant.
Unit value at grant:	Market Value on each Grant Date.
Expiry Date:	December 31stof the year following the year of
	the Termination of your service (as per the term
	of the Plan).
Settlement Date:	The date, chosen by you to receive payment by
	Osisko Development of your vested DSU; such
	date will be comprised in the period starting the
	Business Day following Termination and ending
	the last Business Day of the month of December
	of the year following Termination.
Settlement of DSUs	DSUs will be settled, at the discretion of Osisko
	Development on the Settlement Date, in
	Common Shares, in cash or in a combination of
	Common Shares and cash.

D-31

Page 14

Osisko Development Corp. Deferred Share Units Plan

In accordance with the rules of the Plan (a copy of which is attached herewith):

• (a) Whenever dividends are paid on Common Shares, additional DSUs will be automatically granted to you. 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 if your DSUs had been Common Shares by the Market Value on the date on which the dividends were paid on the Common Shares. DSUs automatically granted as a result of dividends paid shall be subject to the same vesting as the DSUs to which they relate; and

• (b) Following the termination of your service, and unless otherwise provided for in the foregoing grant letter, the Deferred Share Units credited to your account shall be settled, on the Settlement Date, at the discretion of Osisko Development, in Common Shares, in cash or in a combination of Common Shares and cash. The amount of cash and Common Shares payable shall be calculated pursuant to Section 7 of the Plan.

The terms and expressions used in this Letter of Grant and which are defined under the Plan have the meaning assigned to them under the Plan, unless the context requires otherwise.

For further information, do not hesitate to contact me.

Trusting this is satisfactory, please accept, dear [NAME], the expression of my distinguished sentiments.

Yours very truly,

OSISKO DEVELOPMENT CORP.

[AUTHORIZED SIGNATORY]

D-32

Page 15

Osisko Development Corp. Deferred Share Units Plan

SCHEDULE "B"

ELECTION FORM

This election form must be returned to the Vice President, Finance and Chief Financial Officer of Osisko Development Corp. (by mail, in person or at the following email address: [corporatesecretary@osiskodev.com] by 5:00 p.m. (Eastern Time) before the last day of the month in which the most recent annual meeting of shareholders took place.

I am an Eligible Director and I hereby elect irrevocably to have my Director's Remuneration for the next 12-month period payable as follows:

A. % in Deferred Shares Units[(1)] ; and

• B. % in cash[(2)] .

Eligible Director's Signature

Eligible Director's Name (please print)

Date

• (1) 0%, 25%, 50%, 75% or 100% of the Director's Remuneration may be paid in DSUs.

• (2) The total amount of A and B must equal 100%.

D-33

OSISKO DEVELOPMENT CORP. EMPLOYEE SHARE PURCHASE PLAN

1. DEFINITIONS AND INTERPRETATION

• 1.1 Definitions: For purposes of this Employee Share Purchase Plan (this " Plan "), unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

• 1.1.1 " Aggregate Contribution " means the aggregate of an Eligible Employee's Contribution and the related Corporation's Contribution;

• 1.1.2 " Base Annual Salary " means the basic annual remuneration of an Eligible Employee from the Corporation and its Designated Affiliates or Subsidiaries exclusive of any overtime pay, bonuses or allowances of any kind whatsoever;

• 1.1.3 " Board of Directors " means the board of Directors of the Corporation;

• 1.1.4 " Change of Control " means the occurrence of anyone or more of the following events:

  • (a) if a person, by means of a takeover bid made in accordance with the applicable provisions of the Securities Act (Québec) (the " Securities Act "), directly or indirectly, acquires an interest in one of the Corporation's classes of shares conferring 50% or more of the votes entitling him to elect the Directors of the Corporation;

  • (b) if a person, by means of stock market transactions, directly or indirectly, acquires an interest in one of the Corporation's classes of shares conferring 50% or more of the votes entitling him to elect the Directors of the Corporation; however, the acquisition of securities by the Corporation itself through one of its Subsidiaries or affiliates, or by means of an employee benefits plan of the Corporation or one of its Subsidiaries or affiliates (or by the trustee of any such plan), shall not constitute a takeover;

  • (c) the consummation of any transaction including, without limitation, any consolidation, amalgamation, merger, arrangement or issue of voting securities the result of which is that any person or group of persons acting jointly or in concert for purposes of such transaction (other than the Corporation and its Subsidiaries) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting securities of the Corporation or of any such consolidated, amalgamated, merged or other continuing-entity, measured by voting power rather than number of securities (but shall not include the creation of a holding company or similar transaction that does not involve a change in the beneficial ownership of the Corporation);

  • (d) the sale, lease or exchange of 50% or more of the property of the Corporation to another person or entity, other than in the ordinary course of business of the Corporation or any of its subsidiaries; for greater certainty, the sale, lease or exchange of 50% or more of the property of the Corporation to an entity in which the Corporation hold, directly or indirectly, 50% or less of the voting securities will be considered, for the purposes hereof, a "Change of Control";

D-34

Page 2

Osisko Development Corp. Employee Share Purchase Plan

• (e) if the individuals who are, from time to time, proposed as nominees of management of the Corporation in a management information circular of the Corporation to be elected as directors of the Corporation at a meeting of the shareholders involving a contest for, or an item of business relating to, the election of directors of the Corporation, do not constitute a majority of the directors of the Corporation immediately following such meeting of the shareholders; or

• (f) any other transaction that is deemed to be a "Change of Control" for the purposes of this Plan by the Board of directions in its sole discretion;

• 1.1.5 " Committee " means the Directors or if the Directors so determine in accordance with Section 2.3 of this Plan, the committee of the Directors authorized to oversee this Plan which includes any human resources committee of the Board;

• 1.1.6 " Common Shares " means the common shares of the Corporation, as adjusted in accordance with the provisions of Section 5.6 of this Plan;

• 1.1.7 " Corporation " means Osisko Development Corp.;

• 1.1.8 " Corporation's Contribution " means the amount the Corporation credits an Eligible Employee under Section 3.4;

• 1.1.9 " Current Market Value " means the weighted average closing prices of the Corporation's Common Shares as listed on the TSXV for the five (5) consecutive trading days prior to the end of each applicable financial quarters of the Corporation, and if the Common Shares are not then listed on the TSXV, then the Current Market Value shall be determined based on the trading price on such stock exchange or over-the-counter market in Canada or the United States on which the Common Shares may be listed and posted for trading as may be selected for that purpose by the Committee in the event the Common Shares are not listed and posted for trading on any stock exchange or over-the counter market, the Current Market Value shall be the value of such Common Shares as determined by the Committee as its discretion;

• 1.1.10 " Designated Affiliates or Subsidiaries " means the affiliates and subsidiaries of the Corporation designated by the Committee for purposes of this Plan from time to time;

• 1.1.11 " Directors " means members of the Board of Directors of the Corporation from time to time;

• 1.1.12 " Eligible Employees " means permanent employees, and including both full-time and parttime salaried employees, of the Corporation or its Designated Affiliates or Subsidiaries; for purposes hereof, a "permanent" employee is an employee who has an Employment Contract with the Corporation and/or its Designated Affiliates or Subsidiaries for a term of at least a year;

• 1.1.13 " Eligible Employee's Contribution " means the amount an Eligible Employee elects to contribute to this Plan under Section 3.3.1;

• 1.1.14 " Employment Contract " means any contract between the Corporation or any Designated Affiliate or Subsidiary of the Corporation and any Eligible Employee relating to, or entered into in connection with, the employment of the Eligible Employee;

D-35

Page 3

Osisko Development Corp. Employee Share Purchase Plan

• 1.1.15 " Holding Period " means such period as may be required by law or the TSXV or any regulatory authority having jurisdiction over the securities of the Corporation or at the discretion of the Committee from time to time; for purposes hereof, the Committee determined that in respect of any Common Shares issued under this Plan during any given calendar year, the holding period shall commence on the date of issue and end on December 31[st] of the calendar year during which they have been issued;

• 1.1.16 " Insider " means an "insider" as defined in the TSXV Corporate Finance Manual, as amended from time to time;

• 1.1.17 " Person " shall mean, unless the context otherwise requires or unless and to the extent otherwise limited or required by applicable law or rules of a stock exchange, any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity;

• 1.1.18 " Plan " has the meaning ascribed thereto in Section 1.1 hereof;

• 1.1.19 " Retirement " in respect of an Eligible Employee means the Eligible Employee ceasing to be eligible to participate in this Plan after attaining a stipulated age in accordance with the Corporation's normal retirement policy (as such policy may be established or revised from time to time at the discretion of Corporation and subject to applicable laws) or earlier with the Corporation's consent;

• 1.1.20 " Retirement Date " means the date that an Eligible Employee ceases to be eligible to participate in this Plan;

• 1.1.21 " Security Based Compensation Arrangements " means this Plan, the Corporation's stock option plan, the Corporation's restricted share unit plan, the Corporation's deferred share unit plan and any other equity-based compensation plan in effect from time to time;

• 1.1.22 " Subsidiary " shall mean any subsidiary of the Corporation from time to time;

• 1.1.23 " Termination " means, the termination of the employment of the Eligible Employee with or without cause by the Corporation or a 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 the Retirement of the Eligible Employee; and

• 1.1.24 " TSXV " means the TSX Venture Exchange, or such other stock exchange or dealing network where the majority of the trading volume or value of the Common Shares occurs.

Securities Definitions: In this Plan, the term "affiliate" shall have the meaning given to such term in the Securities Act.

• 1.2 Headings: The headings of all Articles, Sections and Paragraphs in this Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of this Plan.

• 1.3 Context and Construction: Whenever the singular or masculine are used in this Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

D-36

Page 4

Osisko Development Corp. Employee Share Purchase Plan

• 1.4 References to this Plan: The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to this Plan as a whole and not to any particular Article, Section, Paragraph or other part hereof.

• 1.5 Canadian Funds: Unless otherwise specifically provided, all references to dollar amounts in this Plan are references to lawful money of Canada.

2. PURPOSE AND ADMINISTRATION OF THIS PLAN

• 2.1 Purpose of this Plan: This Plan provides for the acquisition of Common Shares by Eligible Employees for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of employees and officers of the Corporation and the Designated Affiliates or Subsidiaries 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 and Designated Affiliates or Subsidiaries of the Corporation, it being generally recognized that employee share purchase plans aid in attracting, retaining and encouraging employees due to the opportunity offered to them to acquire a proprietary interest in the Corporation as well as aligning employees' interests with those of the shareholders of the Corporation.

• 2.2 Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three Directors, including any human resources committee of the Board of Directors of the Corporation.

2.3 Administration of this Plan:

• 2.3.1 This Plan shall be administered by the Committee, which comes under the authority of the Board. The Committee has full power and authority to interpret this Plan, to establish any rules and regulations and to adopt any condition that it deems necessary or desirable for the administration of this Plan within the limits prescribed by applicable legislation.

• 2.3.2 No member of the Committee shall be liable for any action or determination made in good faith pursuant to this Plan. To the full extent permitted by law, the Corporation shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such person is or was a member of the Committee and, as such, is or was required or entitled to take action pursuant to the terms of this Plan.

• 2.3.3 The Corporation and the Eligible Employee are responsible for ensuring and confirming that the Eligible Employee is eligible to participate in this Plan as a bona fide employee of the Corporation and/or Designated Affiliates or Subsidiaries.

• 2.4 Record Keeping: The Corporation shall maintain a register in which shall be recorded:

• 2.4.1 the name and address of each Eligible Employee who participates in this Plan;

• 2.4.2 any Eligible Employee's Contributions and the Corporation's Contributions; and

• 2.4.3 the number of Common Shares held in safekeeping for the account of an Eligible Employee.

D-37

Page 5

Osisko Development Corp. Employee Share Purchase Plan

2.5 Maximum Number of Shares:

• 2.5.1 The aggregate number of Common Shares reserved for issuance from treasury under this Plan shall not exceed 3,000,000 Common Shares, provided, however, the number of Common Shares reserved for issuance from the treasury under this Plan and pursuant to all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries shall, in the aggregate, not exceed 10% of the number of Common Shares then issued and outstanding.

• 2.5.2 This Plan is subject to a number of restrictions including the following: (i) the aggregate number of Common Shares issuable to Insiders, at any time, under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries shall not, in the aggregate, exceed ten percent (10%) of the issued and outstanding Common Shares, calculated on a non-diluted basis; (ii) within any twelve (12) month period, the Corporation shall not issue Insiders under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries, in the aggregate, a number of Common Shares exceeding ten percent (10%) of the issued and outstanding Common Shares, calculated on a non-diluted basis; and (iii) within any twelve (12) month period, the Corporation shall not issue to any one Person (and companies wholly-owned by that Person) under this Plan and all other Security Based Compensation Arrangements of the Corporation and its Subsidiaries, in the aggregate, a number of Common Shares exceeding five percent (5%) of the issued and outstanding Common Shares, calculated on a non-diluted basis.

D-38

Page 6

Osisko Development Corp. Employee Share Purchase Plan

3. SHARE PURCHASE PLAN

• 3.1 The Share Purchase Plan: A Share Purchase Plan is hereby established for all Eligible Employees.

• 3.2 Eligibility : Eligible Employees who have provided services to the Corporation or any Designated Affiliate or Subsidiary for at least 60 days shall, from time to time, be entitled to participate in this Plan. The Committee, shall have the right, in its absolute discretion, to waive such 60 day period or to determine that this Plan does not apply to any Eligible Employee; for greater certainty, an Eligible Employee who withdrew from this Plan pursuant to Section 3.9 hereof shall cease to be an Eligible Employee and shall not be allowed to participate in this Plan, for the remaining term of the calendar year during which such withdrawal occurred.

3.3 Election to Participate in this Plan and Eligible Employee's Contribution:

• 3.3.1 Any Eligible Employee may elect to contribute money to this Plan, on an ongoing basis, if the Eligible Employee delivers to the Corporation, (i) a written notice of his or her intention to participate in this Plan at least 10 business days before the beginning of any calendar quarter, and (ii) a written direction in form and substance satisfactory to the Corporation authorizing the Corporation to deduct from the remuneration of the Eligible Employee the Eligible Employee's Contribution in equal instalments starting on the first day of such quarter. As part of the above written notice, the Eligible Employee will have to provide the Corporation with registration instructions for the issuance of the Common Shares to be issued to the Eligible Employee under this Plan. A written notice from the Eligible Employee shall be deemed to be a confirmation by the Eligible Employee that such Eligible Employee accepts the terms of this Plan as such terms may exist or be amended from time to time.

• 3.3.2 The Eligible Employee Contribution shall be a minimum of $100 a month but in no event shall the Eligible Employee's Contribution exceed 10% (unless otherwise specified by the Committee), before deductions, of the Eligible Employee's Base Annual Salary subject to a maximum contribution of $1,250 per month. The Eligible Employee Contributions shall be subject to the limits set out in Section 2.5 hereto.

• 3.3.3 No adjustment shall be made to the Eligible Employee's Contribution unless made at least 10 business days before the beginning of the first or third calendar quarter, and then only if a new written notice and direction shall have been delivered to the Corporation for such calendar quarter, except in situations of exceptional circumstances as the Chief Financial Officer may see appropriate from time to time, in his or her sole discretion. Should the Eligible Employee wish to change his or her level of contribution, such Eligible Employee must deliver to the Corporation the notice and direction as referred to above. The Eligible Employee's Contribution shall be held by the Corporation in trust for the purposes of this Plan.

• 3.4 Corporation's Contribution: Immediately prior to the date any Common Shares are issued to an Eligible Employee in accordance with Section 3.6, the Corporation will credit the Eligible Employee with and thereafter hold in trust for the Eligible Employee, the Corporation's Contribution in an amount equal to 60% of the Eligible Employee's Contribution then held in trust by the Corporation.

• 3.5 Aggregate Contribution: The Corporation shall not be required to segregate the Aggregate Contribution from its own corporate funds or to pay interest thereon.

D-39

Page 7

Osisko Development Corp. Employee Share Purchase Plan

3.6 Issue of Shares:

• 3.6.1 At its sole discretion, the Corporation shall either i) as soon as practicable following March 31, June 30, September 30 and December 31 in each calendar year, 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 as of such date by the Corporation converted into Common Shares at the Current Market Value of the Common Shares on the end of the applicable calendar quarter or ii) within ten (10) days from the end of the applicable calendar quarter, on behalf of the Eligible Employee, purchase or arrange for the purchase on the market of such number of Common Shares utilizing the Aggregate Contribution held in trust as of such date by the Corporation or iii) a combination of i) and ii).

• 3.6.2 If the issuance of Common Shares would otherwise result in the issue for the account of an Eligible Employee of a fraction of a Common Share, the Corporation will issue only such whole Common Shares as are issuable.

• 3.6.3 The Corporation shall hold any unused balance of the Aggregate Contribution in trust for an Eligible Employee until used in accordance with this Plan.

3.7 Safekeeping and Delivery of Shares:

• 3.7.1 All Common Shares held by the Corporation pursuant to this Section 3.7.1 shall be registered in the name of the Eligible Employee or a trustee designated by the Corporation and shall be held by the Corporation or its designated trustee, in trust, for the benefit of the Eligible Employee until title thereto vests in the Eligible Employee pursuant to this Section 3.7. All Common Shares issued for the account of an Eligible Employee in accordance with Section 3.6 will be held in safekeeping by the Corporation and the Common Shares issued pursuant to the Eligible Employee's Contribution will be released to such Eligible Employee, subject as provided in this Plan, upon the expiry of the Holding Period and, consequently, the Common Shares issued pursuant to the Corporation's Contribution will vest and also be released to such Eligible Employee. For greater certainty, unless otherwise provided for under this Plan, Common Shares issued in respect of the Corporation's Contributions made during any given calendar year shall only vest on December 31[st] of the calendar year during which they have been issued. If the Corporation receives, on behalf of an Eligible Employee in respect of any Common Shares so held:

• (a) cash dividends;

• (b) options or rights to purchase additional securities of the Corporation or any other corporation;

• (c) any notice of meeting, proxy statement and proxy for any meeting of holders of Common Shares of the Corporation; or

• (d) other or additional Common Shares or other securities (by way of dividend or otherwise);

D-40

Page 8

Osisko Development Corp. Employee Share Purchase Plan

then the Corporation shall forward to such an Eligible Employee, at his or her last address according to the register maintained under Section 2.4, any of the items listed in Paragraphs 3.7.1(a) to 3.7.1(d) that are to be received on Common Shares issued pursuant to the Employee's Contribution. For greater certainty, if any of the items listed in Paragraphs 3.7.1(a) to 3.7.1(d) are to be received on Common Shares issued pursuant to the Corporation's Contribution such items shall be delivered on the designated trustee acting in the Eligible Employee's interest until such Common shares become vested.

• 3.7.2 Any Common Shares held for the account of an Eligible Employee in safekeeping by the Corporation will vest and be distributed to an Eligible Employee or the estate of the Eligible Employee, prior to the expiry of the applicable Holding Period only upon:

  • (a) the date of the commencement of the Eligible Employee's Retirement in accordance with the Corporation's normal policy regarding Retirement;

  • (b) the date of the commencement of the total disability of the Eligible Employee's determined in accordance with the Corporation's normal disability policy; or

  • (c) the date of death of the Eligible Employee.

• 3.8 Termination: In the event of the Termination of an Eligible Employee:

• 3.8.1 the Eligible Employee shall automatically cease to be entitled to participate in this Plan;

• 3.8.2 any portion of the Eligible Employee's Contribution then held in trust for the Eligible Employee shall be paid to the Eligible Employee or the estate of the Eligible Employee;

• 3.8.3 in case of voluntary termination by the Eligible Employee or in case of termination for cause of the Eligible Employee by the Corporation, any portion of the Corporation's Contribution then held in trust for an Eligible Employee shall be paid to the Corporation; in case of termination without cause of the Eligible Employee by the Corporation, any portion of the Corporation's Contribution then held in trust for an Eligible Employee shall be paid to the Eligible Employee or the estate of the Eligible Employee;

• 3.8.4 in case of voluntary termination by the Eligible Employee or in case of termination for cause of the Eligible Employee by the Corporation, all unvested Common Shares purchased with the Eligible Employee's Contribution then held in safekeeping for the Eligible Employee pursuant to Section 3.7.1 shall vest and be released to the Eligible Employee prior to the expiry of the Holding Period but all unvested Common Shares purchased with the Corporation's Contribution shall be forfeited by the Eligible Employee and returned to the Corporation; in case of termination without cause of the Eligible Employee by the Corporation, any unvested Common Shares then held in safekeeping for an Eligible Employee pursuant to Section 3.7.1 shall vest and be released to the Eligible Employee prior to the expiry of the Holding Period; and

• 3.8.5 this Section 3.8 is subject to any employment agreement or any other agreement to which the Corporation or its Designated Affiliates or Subsidiaries is a party with respect to the rights of such Eligible Employee upon Termination or Change in Control.

• 3.9 Election to Withdraw from this Plan: Any Eligible Employee may at any time elect to withdraw from this Plan. In order to withdraw the Eligible Employee must give at least two weeks' notice to

D-41

Page 9

Osisko Development Corp. Employee Share Purchase Plan

the Corporation in writing in form and substance satisfactory to the Corporation directing the Corporation to cease deducting from the Eligible Employee's remuneration the Eligible Employee's Contribution. Deductions will cease to be made commencing with the first pay date following expiry of the two weeks notice. The Eligible Employee's Contribution will continue to be held in trust. On the next following date for making the Corporation's Contribution the Corporation will credit the Eligible Employee with the pro rata amount of the Corporation's Contribution, calculated in accordance with Section 3.4. The issuance and delivery of Common Shares will not be accelerated by such withdrawal but will occur on the date on which such Common Shares would otherwise have been issued in accordance with Section 3.6 and delivered to the Eligible Employee in accordance with Section 3.7 had the Eligible Employee not elected to withdraw from this Plan.

• 3.10 Necessary Approvals: The obligation of the Corporation to issue and deliver any Common Shares in accordance with this Plan shall be subject to any necessary approval of any stock exchange or regulatory authority having jurisdiction over the securities of the Corporation. If any Common Shares cannot be issued to any Eligible Employee for whatever reason, the obligation of the Corporation to issue such Common Shares shall terminate and any Eligible Employee's Contribution held in trust for an Eligible Employee shall be returned to the Eligible Employee without interest.

• 3.11 Closing of Accounts: Any account held in trust by the Corporation for the benefit of an Eligible Employee who was terminated pursuant to Section 3.8 and any account held in trust by the Corporation for the benefit of an Eligible Employee who ceased to be an Eligible Employee as a result of an event listed in Section 3.7.2 will remain active for a period of ninety (90) days following such termination or such event, as applicable. Any account held in trust by the Corporation for the benefit of an Eligible Employee who withdrew from this Plan pursuant to Section 3.9 will remain active for a period of ninety (90) days following the end of the calendar year during which such withdrawal occurred if such Eligible Employee has not notified the Corporation of its intention to resume its participation in this Plan at least 10 business days before the end of such calendar year. Upon closing of an account, the Eligible Employee will be sent a certificate representing the Common Shares held in trust by the Corporation, if any and any Eligible Employee's Contribution held in trust for the Eligible Employee shall be returned to the Eligible Employee, without interest.

4.

WITHHOLDING TAXES

• 4.1 Withholding Taxes: The Corporation or any Designated Affiliate or Subsidiary of the Corporation may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or any Designated Affiliate or Subsidiary of the Corporation is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Common Share purchased pursuant to this Plan, until such time as the Eligible Employee has paid the Corporation or any Designated Affiliates or Subsidiaries of the Corporation for any amount which the Corporation or any Designated Affiliates or Subsidiaries of the Corporation is required to withhold with respect to such taxes.

5. GENERAL

• 5.1 Change of Control . Notwithstanding any provisions to the contrary contained in this Plan, all unvested Common Shares held in safekeeping by the Corporation that are outstanding at the time of a Change of Control shall vest immediately upon such Change of Control (or such earlier date as may be necessary or appropriate to facilitate the Change of Control transaction).

D-42

Page 10

Osisko Development Corp. Employee Share Purchase Plan

• 5.2 Effective Time of Plan: This Plan has been adopted by the Board of Directors of the Corporation subject to the approval of the stock exchange or stock exchanges on which the shares of the Corporation are to be listed and the approval by the shareholders of the Corporation and, if so approved, this Plan shall become effective upon such approvals being obtained.

• 5.3 Suspension, Termination or Amendments of Plan: The Committee shall have the right:

• 5.3.1 without the approval of the shareholders of the Corporation, to suspend or terminate (and to re-instate) this Plan, and

• 5.3.2 without the approval of the shareholders of the Corporation by ordinary resolution, to make any amendment to this Plan not contemplated under Section 5.3.3 of this Plan, including, but not limited to

  • (a) any amendment of a "housekeeping" nature, including, without limitation, amending the wording of any provision of this Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan, correcting grammatical or typographical errors and amending the definitions contained within this Plan;

  • (b) any amendment to comply with the rules, policies, instruments and notices of any regulatory authority to which the Corporation is subject, including the TSXV, or to otherwise comply with any applicable law or regulation;

  • (c) any amendment to the vesting provisions of this Plan;

  • (d) any amendment to the provisions concerning the effect of the termination of an Eligible Employee employment or services on such Eligible Employee's status under this Plan;

  • (e) any amendment respecting the administration or implementation of this Plan;

• 5.3.3 with the approval of the shareholders of the Corporation by ordinary resolution, to make any of the following amendments to this Plan:

  • (a) any increase to the number of Common Shares issuable from treasury under this Plan or a change from a fixed maximum percentage of Common Shares to a fixed maximum number;

  • (b) an amendment to the level of the Corporation's Contribution described in Section 3.4;

  • (c) an amendment to the contribution mechanism relating to the Corporation's Contribution described in Section 3.4;

  • (d) any amendment to the categories of persons who are Eligible Employees;

  • (e) any amendment that may modify or delete any of this Section 5.3.3; or

D-43

Page 11

Osisko Development Corp. Employee Share Purchase Plan

• (f) remove or exceed the insider participation limit prescribed by the TSXV Corporate Finance Manual.

Notwithstanding the foregoing, any amendment to this Plan shall be subject to the receipt of all required regulatory approvals including, without limitation, the approval of the TSXV.

• 5.4 Non-Assignable: Except as otherwise may be expressly provided for under this Plan or pursuant to a will or by the laws of descent and distribution, no right or interest of an Eligible Employee under this Plan is assignable or transferable.

• 5.5 No Contract of Employment: Nothing contained in this Plan shall confer or be deemed to confer upon any Eligible Employee the right to continue in the employment of, or to provide services to, the Corporation or any Designated Affiliate or Subsidiary nor interfere or be deemed to interfere in any way with any right of the Corporation or any Designated Affiliate or Subsidiary to discharge any Eligible Employee at any time for any reason whatsoever, with or without cause. Participation in this Plan by an Eligible Employee shall be voluntary.

• 5.6 Adjustment in Number of Shares Subject to this Plan: 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 in the number of Common Shares available under this 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 this Plan.

• 5.7 Representation or Warranty: The Corporation makes no representation or warranty as to the future market value of any Common Shares issued in accordance with the provisions of this Plan.

• 5.8 Compliance with Applicable Law: If any provision of this Plan contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

• 5.9 Interpretation: This Plan shall be governed by and construed in accordance with the laws of the Province of Québec.

This Plan was adopted by the Board of Directors on October [�], 2020.

This Plan was adopted by the Shareholders on November 20, 2020.

D-44

APPENDIX “E” DISSENT RIGHTS UNDER BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Sections 237 to 247 of the BCBCA

Definitions and application

• 237 (1) In this Division:

“ dissenter ” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“ notice shares ” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

• “ payout value ” means,

• (a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

• (b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,

• (c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or

• (d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

• (2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

• (a) the court orders otherwise, or

• (b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

• 238 (1) A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled to dissent as follows:

• (a) under section 260, in respect of a resolution to alter the articles

  • (i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on,

  • (ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company’s community purposes within the meaning of section 51.91, or

E-1

  - (iii) without limiting subparagraph (i), in the case of a benefit company, to alter the company’s benefit provision;

• (b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

• (c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;

• (d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

• (e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking;

• (f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

• (g) in respect of any other resolution, if dissent is authorized by the resolution;

• (h) in respect of any court order that permits dissent.

• (1.1) A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled to dissent under section 51.995 (5) in respect of a resolution to alter its notice of articles to include or to delete the benefit statement.

• (2) A shareholder wishing to dissent must

• (a) prepare a separate notice of dissent under section 242 for

  • (i) the shareholder, if the shareholder is dissenting on the shareholder’s own behalf, and

  • (ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is dissenting,

• (b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and

• (c) dissent with respect to all of the shares, registered in the shareholder’s name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

• (3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

• (a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and

• (b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

• 239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

E-2

• (2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

• (a) provide to the company a separate waiver for

  • (i) the shareholder, if the shareholder is providing a waiver on the shareholder’s own behalf, and

  • (ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is providing a waiver, and

• (b) identify in each waiver the person on whose behalf the waiver is made.

• (3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder’s own behalf, the shareholder’s right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

• (a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and

• (b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

• (4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

• 240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

  • (a) a copy of the proposed resolution, and

  • (b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

• (2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

  • (a) a copy of the proposed resolution, and

  • (b) a statement advising of the right to send a notice of dissent.

E-3

• (3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors’ resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

• (a) a copy of the resolution,

• (b) a statement advising of the right to send a notice of dissent, and

• (c) if the resolution has passed, notification of that fact and the date on which it was passed.

• (4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

• 241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

• (a) a copy of the entered order, and

• (b) a statement advising of the right to send a notice of dissent.

Notice of dissent

• 242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) or (1.1) must,

  • (a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

  • (b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or

  • (c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

    • (i) the date on which the shareholder learns that the resolution was passed, and

    • (ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

• (2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

  • (a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or

  • (b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

E-4

• (3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

• (a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

• (b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

• (4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

• (a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;

• (b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and

  • (i) the names of the registered owners of those other shares,

  • (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

  • (iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

• (c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and

  • (i) the name and address of the beneficial owner, and

  • (ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder’s name.

• (5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

• 243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

• (a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

  • (i) the date on which the company forms the intention to proceed, and

  • (ii) the date on which the notice of dissent was received, or

E-5

• (b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

• (2) A notice sent under subsection (1) (a) or (b) of this section must

• (a) be dated not earlier than the date on which the notice is sent,

• (b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and

• (c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

• 244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

  • (a) a written statement that the dissenter requires the company to purchase all of the notice shares,

  • (b) the certificates, if any, representing the notice shares, and

  • (c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

• (2) The written statement referred to in subsection (1) (c) must

  • (a) be signed by the beneficial owner on whose behalf dissent is being exercised, and

  • (b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

    • (i) the names of the registered owners of those other shares,

    • (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

    • (iii) that dissent is being exercised in respect of all of those other shares.

• (3) After the dissenter has complied with subsection (1),

  • (a) the dissenter is deemed to have sold to the company the notice shares, and

  • (b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

• (4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

• (5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of

E-6

any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

• (6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

• 245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

  • (a) promptly pay that amount to the dissenter, or

  • (b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

• (2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

  • (a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,

  • (b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and

  • (c) make consequential orders and give directions it considers appropriate.

• (3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

  • (a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter’s notice shares, or

  • (b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

• (4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

  • (a) the dissenter may, within 30 days after receipt, withdraw the dissenter’s notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

  • (b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

E-7

• (5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

• (a) the company is insolvent, or

• (b) the payment would render the company insolvent.

Loss of right to dissent

• 246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

• (a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

• (b) the resolution in respect of which the notice of dissent was sent does not pass;

• (c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

• (d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

• (e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

• (f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

• (g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

• (h) the notice of dissent is withdrawn with the written consent of the company;

• (i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

• 247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

• (a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

• (b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

• (c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

E-8

APPENDIX “F” CERTAIN CORPORATE DIFFERENCES BETWEEN BCBCA AND THE CBCA

General

In general terms, the CBCA provides to shareholders with substantively the same rights as are available to shareholders under the BCBCA, including rights of dissent and appraisal and rights to bring derivative actions and oppression actions. There are, however, important differences concerning, among other things, the qualifications of directors and certain shareholder remedies.

The following is a summary comparison of certain provisions of the CBCA and the BCBCA which pertain to the rights of shareholders and other corporate matters. This summary is not intended to be exhaustive and Shareholders should consult their legal advisers regarding implications of the Continuance which may be of particular importance to them.

Board of Directors

The BCBCA provides that a reporting company must have a minimum of three directors but does not impose any residency requirements on the directors. Under the CBCA, at least one-quarter of the directors must be resident Canadians. However, if a corporation has less than four directors, at least one director must be a resident Canadian. Subject to certain exceptions, generally an individual has to be ordinarily resident in Canada to be considered a resident Canadian under the CBCA.

Under the BCBCA, a director may be removed by shareholders by special resolution passed by 66 2/3% of the votes cast in person or by proxy at a meeting (a “Special Resolution”) unless the articles provide for a lower approval level, while under the CBCA directors may be removed by an ordinary resolution of shareholders.

Charter Documents

Under the BCBCA, a corporation has as its charter documents a notice of articles and articles which contain the rules of conduct of the corporation. The notice of articles must set forth, among other things, the name of the corporation, the amount and type of authorized share structure and must indicate if there are any rights and restrictions attached to the shares.

Similarly, under the CBCA, the charter documents of a corporation consist of: (i) articles of incorporation which must set forth, among other things, the name of the corporation, the amount and type of authorized capital and any restriction on the business that the corporation may carry on; and (ii) by-laws that regulate the business or affairs of a corporation.

Amendments to Charter Documents

Under the BCBCA, any substantive change to the corporate charter of a corporation, such as an alteration of the restrictions, if any, on the business carried on by the corporation, a change in the name of the corporation or an increase or reduction of the authorized share structure of the corporation, requires a special resolution passed by the majority of such number of votes as specified in the articles of the corporation so long as the prescribed majority (the “special majority”) is at least two-thirds and not more than three-quarters of the votes cast by shareholders on the resolution or, if the articles do not contain such a provision, a special resolution passed by at least two-thirds of the votes cast on the resolution. A proposed amalgamation requires a similar resolution passed by a special majority of all holders of shares of the corporation (or such higher threshold as may be provided in the corporation’s articles), whether or not they are otherwise entitled to vote. In addition, a right or special right attached to a class or series of shares cannot be prejudiced or interfered with unless at least two-thirds (or such higher majority up to and including three-quarters as may be provided by the articles, as described above) of the votes cast by the shareholders holding such class or series of shares consent to such change.

Any substantive change to the articles of a corporation under the CBCA, such as an alteration of the restrictions, if any, on the business carried on by a corporation, a change in the name of the corporation, an increase or reduction of

F-1

the stated capital of the corporation, or an alteration of the special rights and restrictions attached to issued shares, requires a special resolution passed by not less than two-thirds of the votes cast by the shareholders voting on the resolution authorizing such change (or such higher threshold as may be provided in the corporation’s articles). In addition, the holders of a class or series of shares (if such class or series is affected by an amendment in a manner different from other shares of the same class or series) are entitled to vote separately as a class or series on a proposal to amend the articles to add, change or remove any provision that affects the rights, privileges, restrictions or conditions attached to that class or series, whether or not they are otherwise entitled to vote. Other fundamental changes, such as a proposed amalgamation or a continuation of a corporation out of the federal jurisdiction, will also require a special resolution passed by two-thirds of the votes cast by shareholders voting cast on the resolution authorizing such change (or such higher threshold as may be provided in the corporation’s articles up to and including three-quarters), whether or not they are otherwise entitled to vote.

Removal of Directors

Under the BCBCA, subject to certain exceptions, a director may be removed before the expiration of the director’s term of office by a special resolution of the shareholders of the corporation or by such other resolution or method as may be set out in its articles.

The CBCA provides that, subject to certain exceptions, the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office and that the articles of a corporation may not require a higher threshold to remove a director. An ordinary resolution means a resolution passed by a majority (i.e., over 50%) of the votes cast by the shareholders who voted in respect of that resolution.

Sale of Undertaking

Under the BCBCA, a corporation may sell, lease or otherwise dispose of all or substantially all of the undertaking (as opposed to the “property”) of the corporation if it does so in the ordinary course of its business or if it has been authorized to do so by a special resolution passed by the majority of such number of votes as specified in the articles of the corporation as being required to pass a special resolution (a “special majority”).

The CBCA requires shareholder approval for any sale, lease or exchange of all or substantially all of the property (as opposed to the “undertaking”) of the corporation, other than in the ordinary course of business of a corporation, in accordance with the following: (i) each share of a corporation carries the right to vote in respect of the approval of a sale, lease or exchange of all or substantially all of the property of the corporation whether or not it otherwise carries the right to vote; (ii) the sale, lease or exchange must be approved by a special resolution of each class or series of shares entitled to vote thereon; and (iii) holders of shares of a class or series are entitled to vote separately as a class or series only if that class or series is affected by the sale, lease or exchange in a manner different from the shares of another class or series.

While the shareholder approval thresholds can be the same under the BCBCA and the CBCA, the BCBCA allows for a corporation to specify a different approval level in its articles (at least two-thirds but less than three quarters).

There are also differences in the nature of the transaction requiring approval, i.e. a sale of all or substantially all of the “undertaking” under the BCBCA versus all or substantially of the “property” under the CBCA.

Rights of Dissent and Appraisal

The BCBCA provides that shareholders who dissent with respect to certain actions being taken by a corporation may exercise a right of dissent and require the corporation to purchase the shares held by such shareholder at the fair value. Under the BCBCA, a holder of shares of any class may dissent if a court order permits such dissent or if the corporation proposes:

• to alter the articles to alter restrictions on the powers of the corporation or on the business it is permitted to carry on;

• to adopt an amalgamation agreement;

F-2

• to approve an amalgamation into a foreign jurisdiction;

• to approve an arrangement, the terms of which arrangement permit dissent;

• to authorize the sale, lease or other disposal of all or substantially all of the undertaking of the corporation;

• to authorize the continuation of the corporation into a jurisdiction other than British Columbia;

• to approve any other resolution, if dissent is authorized by the resolution; and

• � a matter to which dissent rights are permitted by court order.

The CBCA contains similar dissent provisions which apply if a corporation proposes:

• to amend its articles to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;

• to amend its articles to add, change or remove any restriction on the business or businesses that the corporation may carry on;

• to amalgamate (other than an amalgamation between a corporation and its wholly-owned subsidiary, or between wholly-owned subsidiaries of the same corporation);

• to be continued under the laws of another jurisdiction;

• to sell, lease or exchange all or substantially all its property;

• to carry out a going-private transaction or a squeeze-out transaction; or

• to amend its articles to add, modify or remove any provision that affects the characteristics, rights, privileges, restrictions or conditions attached to the shares of a class.

Oppression Remedies

Under the BCBCA, a shareholder of a corporation has the right to apply to court on the grounds that:

• (i) the affairs of the corporation are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders, including the applicant; or

• (ii) some act of the corporation has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders, including the applicant.

• (iii) On such an application, the court can grant a variety of remedies, ranging from an order restraining the conduct complained of to an order requiring the company to repurchase the shareholder’s shares or an order liquidating the corporation.

The CBCA also includes an oppression remedy which is very similar. However, the CBCA will only allow a court to grant relief if the effect actually exists, while the BCBCA will allow a court to grant relief where a prejudicial effect to the shareholder is merely threatened. In addition, under the BCBCA non-shareholders require the leave of a court in order to bring an oppression claim.

Shareholder Derivative Actions

Under the BCBCA, a record shareholder, non-record shareholder or director of a company may, with judicial leave, bring an action in the name and on behalf of the company to enforce a right, duty or obligation owed to the company that could be enforced by the company itself or to obtain damages for any breach of such right, duty or obligation. There is a similar right of a shareholder or director, with leave of the court, and in the name and on behalf of the company, to defend an action brought against the company.

The court will grant leave under the BCBCA for an application to commence a derivative action if:

• (i) the complainant has made reasonable efforts to cause the directors of the company to prosecute or defend the legal proceeding;

• (ii) notice of the application for leave has been given to the company and to any other person the court may order;

• (iii) the complainant is acting in good faith; and

F-3

• (iv) it appears to the court that it is in the best interests of the company for the legal proceeding to be prosecuted or defended.

The CBCA extends the right to a broader group of complainants as it affords the right to a record shareholder, former record shareholder, non-record shareholder, former non-record shareholder, director, former director, officer and a former officer of a corporation or any of its affiliates, and any person who, in the discretion of the court, is a proper person to make an application to court to bring a derivative action.

In addition, the CBCA permits derivative actions to be commenced in the name and on behalf of not only the corporation, but also any of its subsidiaries. No leave may be granted under the CBCA unless the court is satisfied that:

• (i) the complainant has given at least fourteen days’ notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court if the directors of the corporation or its subsidiary do not bring, diligently prosecute, defend or discontinue the action;

• (ii) the complainant is acting in good faith; and

• (iii) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

Requisition of Meetings

The BCBCA provides that one or more shareholders of a corporation holding in aggregate not less than five percent (5%) of the issued voting shares of the corporation may give notice to the directors requiring them to call and hold a general meeting. If the directors of the corporation do not send a notice of meeting within twenty-one (21) days of receiving the requisition, the requisitioning shareholders (or any one of them holding more than two-and a half percent (2.5%) of the issued voting shares) may do so.

The CBCA permits the holders of not less than five percent (5%) of the issued and outstanding shares of a corporation that carry the right to vote at a meeting to requisition the directors to call and hold a meeting of shareholders for the purposes stated in the requisition. If the directors do not call a meeting within twenty-one (21) days on receiving the requisition, any shareholder who signed the requisition may call the meeting.

Form of Proxy and Information Circular

The BCBCA requires a reporting company to provide with each notice of a general meeting a form of proxy for use by every shareholder entitled to vote at such meeting as well as an information circular containing prescibed information regarding the matters to be dealt with at the meeting. The CBCA contains provisions which likewise require the mandatory solicitation of proxies and delivery of a management proxy circular.

Place of Meeting

The BCBCA provides that meetings of shareholders must be held in British Columbia, however they may be held at a place outside of British Columbia if such place is: (a) provided for in the articles; (b) approved in writing by the Registrar of Companies (British Columbia) before any such meeting is held; or (c) approved by an ordinary resolution or such other resolution of shareholders required by the articles (provided the articles do not restrict the corporation from approving a location outside of British Columbia).

The CBCA provides that meetings of shareholders must be held at the place within Canada provided for in a corporation’s by-laws, or in the absence of such provision, at such place within Canada that the directors so determine. A meeting may be held outside Canada if the articles so provide or if all the shareholders entitled to vote at the meeting agree that such meeting is to be so held.

F-4

Corporate Reorganization

The BCBCA allows par value shares (even in foreign currency) and expressly confirms, subject to the articles of the corporation, the ability of a corporation to hold shares in its parent or itself (subject to some exceptions). The CBCA prohibits the creation of par value shares and permits a subsidiary to purchase shares of its parent or itself only in limited circumstances. The BCBCA also provides for inter-jurisdictional amalgamations, a mechanism not contemplated in the CBCA.

Waiver of Annual General Meetings

The BCBCA allows shareholders to waive or postpone upcoming or even past annual general meetings.

The CBCA does not provide for the waiver of annual general meetings.

Unanimous Shareholder Agreements

The CBCA permits all of the shareholders of a corporation, or all of the shareholders of the corporation and one or more persons who are not shareholders, to enter into a unanimous shareholder agreement that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation.

The BCBCA does not permit such agreements, but allows the powers of directors to be transferred to one or more other persons in the articles of a corporation.

F-5

APPENDIX “G” FORM OF ARTICLES OF CONTINUANCE

See attached.

G-1

==> picture [343 x 35] intentionally omitted <==

Canada Business Corporations Act (CBCA) FORM 11 ARTICLES OF CONTINUANCE (Section 187)

1 - Corporate name

OSISKO�DEVELOPMENT�CORP.�/�CORPORATION�OSISKO�D�VELOPPEMENT

2 - The province or territory in Canada where the registered office is situated (do not indicate the full address)

Quebec

3 - The classes and any maximum number of shares that the corporation is authorized to issue

The Corporation is authorized to issue an unlimited number of Common Shares

4 - Restrictions, if any, on share transfers

����

5 - Minimum and maximum number of directors (for a fixed number of directors, indicate the same number in both boxes)

Minimum number 1 Maximum number 10

6 - Restrictions, if any, on the business the corporation may carry on

None

7 a) - If change of name effected, previous name

��������������

7 b) - Details of incorporation

June 13, 2006 under the Business Corporations Act (British Columbia)

8 - Other provisions, if any

See attached Schedule��

9 - Declaration

I hereby certify that I am a director or an authorized officer of the corporation continuing into the CBCA.

Print name

Signature

Note : Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months or to both (subsection 250(1) of the CBCA).

==> picture [102 x 26] intentionally omitted <==

ISED-ISDE 3247E (2016/11) Page 1 of 2

G-2

SCHEDULE A

8. Other provisions, if any

The directors may, between annual meetings of shareholders, appoint one or more additional directors of the Corporation to serve until the next annual meeting of shareholders, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last meeting of the shareholders of the Corporation.

G-3

==> picture [343 x 35] intentionally omitted <==

Canada Business Corporations Act (CBCA) FORM 2

INITIAL REGISTERED OFFICE ADDRESS AND FIRST BOARD OF DIRECTORS (Sections 19 and 106)

To be filed with Articles of Incorporation, Amalgamation or Continuance

1 - Corporate name

OSISKO DEVELOPMENT CORP. / CORPORATION OSISKO DÉVELOPPEMENT

2 - Address of registered office (must be a street address; a P.O. Box is not acceptable)

Number and street name : 1100 Avenue des Canadiens-de-Montréal, Suite 300 City : Montreal Province or territory : Quebec Postal code : H3B 2S2

3 - Additional address

Care of :

Number and street name

City : Province or territory :

Postal code :

4 - Members of the board of directors

==> picture [528 x 43] intentionally omitted <==

----- Start of picture text -----

CANADIAN
FIRST NAME LAST NAME ADDRESS (a P.O. Box is not acceptable) RESIDENT
( Yes / No )
See attached
Schedule
----- End of picture text -----

5 - Declaration

I hereby certify that I am an incorporator of the new corporation, or that I am a director or an authorized officer of the corporation continuing into or amalgamating under the CBCA.

Signature:

Print name:

Telephone number:

Note: Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or to both (subsection 250(1) of the CBCA).

==> picture [101 x 26] intentionally omitted <==

ISED-ISDE 2904E (2016/11) Page 1 of 2

G-4

SCHEDULE TO FORM 2 INITIAL REGISTERED OFFICE ADDRESS AND FIRST BOARD OF DIRECTORS

4. Members of the board of directors

First Name	Last Name	Address	Canadian Resident (Yes/No)
Burzynski	John	1100 Avenue des Canadiens-de-Montréal, Suite 300 Montreal, QC H3B 2S2	Yes
Roosen	Sean	1100 Avenue des Canadiens-de-Montréal, Suite 300 Montreal, QC H3B 2S2	Yes
Fertsman	Joanne	1100 Avenue des Canadiens-de-Montréal, Suite 300 Montreal, QC H3B 2S2	Yes
Page	Charles	1100 Avenue des Canadiens-de-Montréal, Suite 300 Montreal, QC H3B 2S2	Yes
McCarthy	Michèle	1100 Avenue des Canadiens-de-Montréal, Suite 300 Montreal, QC H3B 2S2	Yes
Middlemiss	Duncan	1100 Avenue des Canadiens-de-Montréal, Suite 300 Montreal, QC H3B 2S2	Yes
Tremblay	Eric	1100 Avenue des Canadiens-de-Montréal, Suite 300 Montreal, QC H3B 2S2	Yes

G-5

APPENDIX “H” BY-LAW NO. 1 OF RESULTING ISSUER

See attached.

H-1

==> picture [168 x 84] intentionally omitted <==

OSISKO DEVELOPMENT CORP.

CORPORATION OSISKO DÉVELOPPEMENT

BY-LAW NO. 1

H-2

TABLE OF CONTENTS

SECTION	1 – INTERPRETATION ......................................................................................................... 1
1.1	Definitions ................................................................................................................................ 1
1.2	Other Definitions ...................................................................................................................... 1
SECTION	2 – GENERAL BUSINESS ...................................................................................................... 2
2.1	Registered Office ..................................................................................................................... 2
2.2	Corporate Seal .......................................................................................................................... 2
2.3	Financial Year .......................................................................................................................... 2
2.4	Execution of Instruments ......................................................................................................... 2
2.5	Delivery of Document .............................................................................................................. 3
SECTION	3 – BORROWING AND SECURITY .................................................................................... 3
3.1	Borrowing Power ..................................................................................................................... 3
3.2	Custody of Securities ............................................................................................................... 3
3.3	Banking Arrangements ............................................................................................................ 4
SECTION	4 – DIRECTORS ...................................................................................................................... 4
4.1	Number of Directors ................................................................................................................ 4
4.2	Vacancies ................................................................................................................................. 4
4.3	Powers ...................................................................................................................................... 4
4.4	Duties ....................................................................................................................................... 5
4.5	Qualification............................................................................................................................. 5
4.6	Election and Term of Office .................................................................................................... 5
4.7	Consent to Election .................................................................................................................. 5
4.8	Removal ................................................................................................................................... 6
4.9	Ceasing to Hold Office ............................................................................................................ 6
4.10	Action by the Board ................................................................................................................. 6
4.11	Remuneration and Expenses .................................................................................................... 6
SECTION	5 – MEETINGS OF DIRECTORS ......................................................................................... 7
5.1	Place of Meetings ..................................................................................................................... 7
5.2	Calling of Meetings .................................................................................................................. 7
5.3	Notice of Meeting .................................................................................................................... 7
5.4	Waiver of Notice ...................................................................................................................... 7
5.5	Omission of Notice .................................................................................................................. 7
5.6	First Meeting of New Board .................................................................................................... 8
5.7	Meeting by Telephone or Electronic Facilities ........................................................................ 8
5.8	Adjourned Meeting .................................................................................................................. 8
5.9	Regular Meetings ..................................................................................................................... 8
5.10	Chair and Secretary .................................................................................................................. 8
5.11	Quorum .................................................................................................................................... 8
5.12	Votes to Govern ....................................................................................................................... 9
5.13	Casting Vote ............................................................................................................................. 9
5.14	Resolution in Lieu of Meeting ................................................................................................. 9
SECTION	6 – COMMITTEES .................................................................................................................. 9
6.1	Committees of the Board ......................................................................................................... 9
6.2	Proceedings .............................................................................................................................. 9
6.3	Other Committees .................................................................................................................... 9

i

H-3

SECTION 7 – CONFLICT OF INTEREST ........................................................................................... 10	SECTION 7 – CONFLICT OF INTEREST ........................................................................................... 10
7.1	Conflict of Interest ................................................................................................................. 10
SECTION 8 – OFFICERS ....................................................................................................................... 11
8.1	Appointment........................................................................................................................... 11
8.2	Term of Office, Removal and Vacancy ................................................................................. 11
8.3	Chair ....................................................................................................................................... 11
8.4	Powers and Duties of Officers ............................................................................................... 11
8.5	Duties of Officers may be delegated ...................................................................................... 11
8.6	Agents and Attorneys ............................................................................................................. 12
SECTION 9 – PROTECTION OF DIRECTORS, OFFICERS AND OTHERS ................................ 12
9.1	Limitation of Liability ............................................................................................................ 12
9.2	Indemnity ............................................................................................................................... 12
9.3	Insurance ................................................................................................................................ 13
SECTION 10 – SECURITIES ................................................................................................................. 13
10.1	Issuance .................................................................................................................................. 13
10.2	Commissions .......................................................................................................................... 13
10.3	Security Certificates ............................................................................................................... 14
10.4	Securities Register .................................................................................................................. 14
10.5	Electronic, Book-Based or Other Non-Certificated Registered Positions ............................. 14
10.6	Registration of Transfers ........................................................................................................ 15
10.7	Replacement of Security Certificates ..................................................................................... 15
10.8	Transfer Agents and Registrar ............................................................................................... 15
10.9	Enforcement of Lien for Indebtedness ................................................................................... 15
10.10	Dealings with Registered Holder ........................................................................................... 16
SECTION 11 – DIVIDENDS ................................................................................................................... 16
11.1	Dividends ............................................................................................................................... 16
11.2	Joint Holders .......................................................................................................................... 16
11.3	Deceased Holders ................................................................................................................... 16
11.4	Dividend Payments ................................................................................................................ 16
11.5	Unclaimed Dividends ............................................................................................................. 17
SECTION 12 – MEETINGS OF SHAREHOLDERS ........................................................................... 17
12.1	Annual Meetings .................................................................................................................... 17
12.2	Special Meetings .................................................................................................................... 17
12.3	Meeting on Requisition of Shareholders ................................................................................ 17
12.4	Meeting Held by Electronic Means ........................................................................................ 18
12.5	Notice of Meetings ................................................................................................................. 18
12.6	Waiver of Notice .................................................................................................................... 18
12.7	Omission of Notice ................................................................................................................ 18
12.8	Record Date for Notice .......................................................................................................... 18
12.9	Meetings Without Notice ....................................................................................................... 19
12.10	Chair, Secretary and Scrutineers ............................................................................................ 19
12.11	Persons Entitled to be Present ................................................................................................ 19
12.12	Quorum .................................................................................................................................. 20
12.13	Right to Vote .......................................................................................................................... 20
12.14	Proxyholders and Representatives ......................................................................................... 21
12.15	Time for Deposit of Proxies ................................................................................................... 21

ii

H-4

12.16 Conduct of the Meeting .......................................................................................................... 21 12.17 Votes to Govern ..................................................................................................................... 21 12.18 Votes ...................................................................................................................................... 22 12.19 Casting Vote ........................................................................................................................... 22 12.20 Electronic Voting ................................................................................................................... 22 12.21 Adjournment .......................................................................................................................... 22 12.22 Resolution in Lieu of Meeting ............................................................................................... 23 SECTION 13 – ADVANCED NOTICE PROVISIONS ........................................................................ 23 13.1 Nomination Procedures .......................................................................................................... 23 13.2 Timely Notice ........................................................................................................................ 24 13.3 Proper Form of Notice ........................................................................................................... 24 13.4 Notice to be Updated .............................................................................................................. 26 13.5 Eligibility for Nomination as a Director ................................................................................ 26 13.6 Delivery of Information ......................................................................................................... 27 13.7 Failure to Appear ................................................................................................................... 27 13.8 Waiver .................................................................................................................................... 27 SECTION 14 – NOTICES ........................................................................................................................ 27 14.1 Service .................................................................................................................................... 27 14.2 Failure to Locate Shareholder ................................................................................................ 28 14.3 Notice to Joint Shareholders .................................................................................................. 28 14.4 Persons Entitled by Operation of Law ................................................................................... 28 14.5 Computation of Time ............................................................................................................. 28 14.6 Proof of Service ..................................................................................................................... 28 14.7 Electronic Documents ............................................................................................................ 29 14.8 Repeal of Previous By-Laws .................................................................................................. 29

iii

H-5

BY-LAW NO. 1

A by-law relating generally to the conduct of the business and affairs of Osisko Development Corp. (the " Corporation ") is made as follows:

SECTION 1 – INTERPRETATION

1.1 Definitions

In this by-laws and other by-laws of the Corporation, unless the context otherwise requires:

• (a) " Act " means the Canada Business Corporations Act and the regulations made thereunder, as from time to time amended, and in the case of such amendment any reference in the ByLaws shall be read as referring to the amended provisions thereof;

• (b) " Applicable Securities Laws " means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each relevant province and territory of Canada;

• (c) " Articles " means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization and articles of revival of the Corporation and includes any amendments thereto;

• (d) " Authorized Signatory " has the meaning specified in Section 2.4(a);

• (e) " Board " means the board of directors of the Corporation, and " Director " means a member of the Board;

• (f) " By-Law " means this By-Law No. 1;

• (g) " By-Laws " means this By-Law and all other by-laws of the Corporation from time to time in force and effect;

• (h) " Chair " means the chairperson of the Board;

• (i) " Secretary " means the corporate secretary of the Corporation;

• (j) " close of business " means 5:00 p.m. (Eastern time) on a business day in Montréal, Québec and Toronto, Ontario;

• (k) " non-business day " means Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act (Canada), as amended from time to time;

1.2 Other Definitions

All terms used in the By-Laws that are defined in the Act and are not otherwise defined in the By-Laws shall have the meanings given to such terms in the Act. The division of this By-Law into Sections and other subdivisions and the insertion of headings are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or be deemed in any way to

H-6

• 2 -

clarify, modify or explain the effect of any such terms or provisions. Words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, joint venture, governmental or regulatory entity, and a natural person in such person's capacity as trustee, executor, administrator or other legal representative. The words " including ", " includes " and " include " means " including (or includes or include) without limitation ".

SECTION 2 – GENERAL BUSINESS

2.1 Registered Office

The Corporation shall at all times have a registered office in the province in Canada specified in its Articles. The Board may, in its discretion, change the place and address of the registered office within the province specified in its Articles.

2.2 Corporate Seal

The Directors may, but need not, by resolution adopt and change a corporate seal of the Corporation.

2.3 Financial Year

The Board may, by resolution, fix the financial year-end of the Corporation and may from time to time, by resolution, change the financial year-end of the Corporation.

2.4 Execution of Instruments

• (a) Contracts, documents or instruments requiring the signature of the Corporation may be signed, on behalf of the Corporation, by (i) any Director or officer of the Corporation (unless otherwise determined by the Board) or (ii) any person or persons authorized by resolution of the Directors from time to time (each person referred to in (i) and (ii) is an " Authorized Signatory "), and all contracts, documents or instruments so signed shall be binding upon the Corporation without any further authorization or formality.

The term " contracts, documents or instruments " as used in this By-Law shall include notices, deeds, mortgages, hypothecs, charges, cheques, drafts, orders for the payment of money, notes, acceptances, bills of exchange, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.

• (b) The Secretary, or any other officer or any Director, may sign certificates and similar instruments (other than share certificates) on the Corporation's behalf with respect to any factual matters relating to the Corporation's business and affairs, including, without limitation, certificates verifying copies of the Articles, the By-Laws, resolutions and minutes of meetings of the Corporation.

• (c) The corporate seal (if any) of the Corporation may be affixed by an Authorized Signatory to contracts, documents or instruments signed by such Authorized Signatory.

H-7

• 3 -

• (d) The signature or signatures of any Authorized Signatory may be printed, engraved, lithographed or otherwise mechanically or electronically reproduced upon all contracts, documents or instruments executed or issued by or on behalf of the Corporation, and all contracts, documents or instruments on which the signature or signatures of any of the foregoing persons shall be so reproduced shall be as valid to all intents and purposes as if they had been signed manually, and notwithstanding that the persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments.

2.5 Delivery of Document

The delivery of an executed copy of any and all By-Laws, minutes of meetings, resolutions, consents, instruments, or like documents required by the Act to be kept with the records of the Corporation in counterparts, by facsimile, DocuSign or other form of electronic means or transmission shall be deemed to be the equivalent of the delivery of an original executed copy thereof and the counterparts together shall constitute one and the same document.

SECTION 3 – BORROWING AND SECURITY

3.1 Borrowing Power

Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the Articles, the Board may from time to time on behalf of the Corporation, without authorization of the shareholders:

• (a) borrow money upon the credit of the Corporation;

• (b) issue, reissue, sell or pledge debt obligations of the Corporation, including bonds, debentures, notes or other evidences of indebtedness or guarantees of the Corporation, whether secured or unsecured;

• (c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person, including any individual, partnership, association, body corporate or personal representative;

• (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, real or personal, movable or immovable, property of the Corporation, including, without limitation, accounts, rights, powers, franchises and undertakings to secure any such bonds, debentures, notes or other debt obligations or guarantees or any other present or future indebtedness, liability or obligation of the Corporation; or

• (e) delegate to one or more Directors, a committee of Directors or one or more officers of the Corporation as may be designated by the Directors, all or any of the powers conferred by the foregoing clauses of this Paragraph to such extent and in such manner as the Directors shall determine at the time of each such delegation.

3.2 Custody of Securities

• (a) All securities (including warrants) owned by the Corporation may be lodged (in the name of the Corporation) with a chartered bank, brokerage, or a trust company or in a safety

H-8

• 4 -

deposit box or with such other depositaries or in such other manner as may be determined from time to time by any officer or Director.

• (b) All securities (including warrants) belonging to the Corporation may be issued and held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship), and shall be endorsed in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.

3.3 Banking Arrangements

The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies, credit unions or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe.

SECTION 4 – DIRECTORS

4.1 Number of Directors

The number of Directors shall be the number fixed by the Articles or, where the Articles specify a variable number, the Board shall be comprised of the number of Directors elected by the shareholders at the annual meeting of shareholders or, subject to Subsection 106(8) of the Act, by resolution of the board between annual meetings of shareholders. At least 25% of the Directors of the Corporation, or such other number of Directors (if any) as may be prescribed by the Act from time to time, shall be resident Canadians. If the Corporation has less than four Directors, at least one Director shall be a resident Canadian.

4.2 Vacancies

• (a) Subject to Section 111(1) of the Act, a quorum of Directors may fill a vacancy among the Directors, except a vacancy resulting from an increase in the number, or minimum or maximum number, of Directors, or from a failure to elect the number, or minimum number of Directors, provided for in the Articles. If there is not a quorum of Directors, or if there has been a failure to elect the number or minimum number of Directors provided for in the Articles, the Directors then in office shall call a special meeting of shareholders to fill the vacancy pursuant to Section 111(2) of the Act and, if they fail to call a meeting or if there are no Directors then in office, the meeting may be called by any shareholder.

• (b) A Director appointed or elected to fill a vacancy holds office for the unexpired term of his or her predecessor.

4.3 Powers

The Directors shall manage, or supervise the management of, the business and affairs of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, and are not expressly directed or required to be done in some other manner by the Act, the Articles, the By-Laws, any special resolution of the shareholders of the Corporation or by statute.

H-9

• 5 -

4.4 Duties

Every Director and officer of the Corporation, in exercising his or her powers and discharging his or her duties, shall:

• (a) act honestly and in good faith with a view to the best interests of the Corporation; and

• (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

4.5 Qualification

The following persons are disqualified from being a Director of the Corporation:

• (a) anyone who is less than 18 years of age;

• (b) anyone who is incapable;

• (c) a person who is not an individual; and

• (d) a person who has the status of bankrupt.

A Director of the Corporation is not required to hold shares issued by the Corporation.

4.6 Election and Term of Office

• (a) Subject to Sections 106 and Section 107 of the Act, the shareholders of the Corporation shall at the first meeting of shareholders and at each succeeding annual meeting at which an election of Directors is required, elect Directors to hold office for a term expiring not later than the close of the first annual meeting of shareholders following the election.

• (b) A Director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his or her election but, if qualified, is eligible for re-election. Notwithstanding the foregoing, if Directors are not elected at a meeting of shareholders, the incumbent Directors continue in office until their successors are elected.

• (c) If a meeting of shareholders fails to elect the number or the minimum number of Directors required by the Articles by reason of the lack of consent, disqualification, incapacity or death of any candidates, the Directors elected at that meeting may exercise all the powers of the Directors if the number of Directors so elected constitutes a quorum.

4.7 Consent to Election

A person who is elected or appointed as a Director is not a Director unless such person was present at the meeting when the person was elected or appointed and did not refuse to act as a Director, or if the person was not present at the meeting when the person was elected or appointed, the person consented to act as a

H-10

• 6 -

Director in writing before the person's election or appointment or within 10 days after it, or the person has acted as a Director pursuant to the election or appointment.

4.8 Removal

Subject to Subsection 107(g) of the Act, the shareholders of the Corporation may, by ordinary resolution at a special meeting, remove any Director from office before the expiration of his or her term of office, and may elect any person in his or her stead for the remainder of the Director's term. Notwithstanding the foregoing sentence, where the holders of any class or series of shares of the Corporation have an exclusive right to elect one or more Directors, a Director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

4.9 Ceasing to Hold Office

A Director ceases to hold office when:

• (a) such person dies;

• (b) such person is removed from office in accordance with Section 109 of the Act;

• (c) such person ceases to be qualified as a Director under Section 105(1) of the Act; or

• (d) such person's written resignation is received by the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

4.10

Action by the Board

• (a) The Board shall exercise its powers by or pursuant to the By-Laws or resolution either by the signatures of all the Directors then in office, if constituting a quorum or passed at a meeting of the Directors at which a quorum is present.

• (b) Where there is a vacancy in the Board, the remaining Directors may exercise all the powers of the Board so long as a quorum remains in office.

4.11

Remuneration and Expenses

• (a) The Directors shall be paid such remuneration for their services as the Board may from time to time determine.

• (b) The Directors shall determine the policy for the reimbursement of expenses for travelling and other expenses incurred by them in attending Directors' meetings, committee meetings and shareholder meetings and in the performance of other duties of the Directors.

• (c) Subject to Section 120 of the Act, the directors may also, by resolution, award special remuneration to any director in undertaking any special services on the Corporation's behalf, other than the routine work ordinarily required of a director of the Corporation.

• (d) Nothing herein contained shall preclude any Director from serving the Corporation in any other capacity and receiving remuneration therefor. Any remuneration paid to a director of the Corporation shall be in addition to the salary paid to such director in his or her capacity as an officer or employee of the Corporation.

H-11

• 7 -

SECTION 5 – MEETINGS OF DIRECTORS

5.1 Place of Meetings

Unless the Articles otherwise provide, the meetings of Directors and of any committee of Directors may be held at any place.

5.2 Calling of Meetings

A meetings of the Directors shall be held from time to time at such time and at such place as the Board, the Chair, the Chief Executive Officer or any two Directors may determine. The Secretary (if any) or any other officer or any Director shall, as soon as reasonably practicable following receipt of a direction from any of the foregoing, send a notice of the applicable meeting to the Directors.

5.3 Notice of Meeting

• (a) Notice of the time and place of each meeting of the Board shall be given in the manner provided in Section 14 to each Director:

• (i) not less than 48 hours before the time when the meeting is to be held if the notice is mailed; or

• (ii) not less than 24 hours before the time the meeting is to be held if the notice is given personally, is delivered or sent by any means of transmitted or recorded communication;

provided that a meeting of Directors or of any committee of the Directors may be held at any time without notice if all of the Directors or members of such committee are present (except where a Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all of the absent Directors waive notice of the meeting.

• (b) A notice of a meeting of Directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business or the general nature thereof to be specified.

5.4 Waiver of Notice

Notice of any meeting of Directors or of any committee of Directors, or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof, may be waived by any Director in writing or by email or other form of electronic transmission addressed to the Corporation, or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a Director at any meeting of Directors or of any committee of Directors is a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

5.5 Omission of Notice

The accidental omission to give notice of any meeting of Directors or of any committee of Directors to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed, or any proceeding taken, at such meeting.

H-12

• 8 -

5.6 First Meeting of New Board

As long as a quorum of Directors is present, each newly elected Board may without notice hold its first meeting immediately following the meeting of shareholders at which such Board is elected.

5.7 Meeting by Telephone or Electronic Facilities

If all the Directors consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board or of a committee of the Board by means of such telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and a Director participating in such a meeting by such means shall be deemed to be present at such meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board.

5.8 Adjourned Meeting

Any meeting of Directors or of any committee of Directors may be adjourned from time to time by the chair of the meeting, with the consent of the meeting, to a fixed time and place. Notice of an adjourned meeting of Directors, or committee of Directors, is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The Directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at the adjourned meeting that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

5.9 Regular Meetings

The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

5.10 Chair and Secretary

The chair of any meeting of the Board shall be the first mentioned of such of the following officers as have been appointed and who is a Director and is present at the meeting: Chair; Chief Executive Officer; or President. If no such officer is present, the Directors present shall choose one of their number to be chair. The Secretary shall act as secretary of any meeting of the Board, and, if the Secretary is absent, the chair of the meeting shall appoint a person who need not be a Director to act as secretary of the meeting.

5.11 Quorum

A majority of the Directors or such greater or lesser number as the Directors may determine from time to time constitutes a quorum at a meeting of the Board. Notwithstanding any vacancy among the Directors, a quorum of Directors may exercise all the powers of the Directors. Subject to Section 111 of the Act and Subsection 114(3) and Subsection (4) of the Act, Directors shall not transact business at a meeting of Directors unless a quorum is present and at least 25% of the Directors present are resident Canadians.

H-13

• 9 -

5.12 Votes to Govern

• (a) At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question.

• (b) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chair of the meeting declared a resolution to be carried or defended is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

5.13 Casting Vote

In case of an equality of votes at a meeting of the Board, the chair of the meeting shall not be entitled to a second or casting vote.

5.14 Resolution in Lieu of Meeting

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors.

SECTION 6 – COMMITTEES

6.1 Committees of the Board

The Directors may appoint from their number one or more committees, including an audit committee that complies with Applicable Securities Laws, and delegate to such committees any of the powers of the Directors except those powers that, under the Act, a committee of the Board has no authority to exercise.

6.2 Proceedings

Meetings of committees of the Board may be held at any place. At all meetings of committees, every question shall be decided by a majority of the votes cast on the question. Unless otherwise determined by the Directors, each committee of the Board may make, amend or repeal rules and procedures to regulate its meetings including: (i) fixing its quorum, provided that quorum may not be less than a majority of its members; (ii) procedures for calling meetings; (iii) requirements for providing notice of meetings; (iv) selecting a chair for a meeting; (v) and keeping minutes of meetings and records of its proceedings and of all resolutions adopted by it and reporting to the Board;

Subject to a committee of the Board establishing rules and procedures to regulate its meetings, Section 5.7 to Section 5.14 inclusive apply to committees of the Board, with such changes as are necessary.

6.3 Other Committees

The Board may create any other committee which it deems appropriate, consisting either of members or of non-members of the Board, with advisory powers only. Unless otherwise instructed by the Board, each committee so set up has the power to fix its own quorum at not less than the majority of its members, to elect its own president and to determine its own proceedings.

H-14

• 10 -

SECTION 7 – CONFLICT OF INTEREST

7.1 Conflict of Interest

• (a) A Director or an officer of the Corporation shall disclose to the Corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of Directors at the time and in the manner provided in the Act, the nature and extent of any interest that he or she has in any material contract or material transaction, whether made or proposed, with the Corporation, if the director or officer:

• (i) is a party to the contract or transaction;

• (ii) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or

• (iii) has a material interest in a party to the contract or transaction.

• (b) Except as provided in the Act, no such Director shall vote on any resolution to approve such contract or transaction. A contract or transaction for which disclosure is required is not invalid, and the Director or officer is not accountable to the Corporation or its shareholders for any profit realized from the contract or transaction, because of the Director's or officer's interest in the contract or transaction, or because the Director was present or was counted to determine whether a quorum existed at the meeting of directors or committee of directors that considered the contract or transaction, if:

• (i) the Director or officer disclosed his or her interest in accordance with the provisions of the Act;

• (ii) the contract or transaction was approved by the Directors; and

• (iii) it was reasonable and fair to the Corporation when it was approved.

• (c) Even if the foregoing conditions are not met, a Director or officer, acting honestly and in good faith, is not accountable to the Corporation or to its shareholders for any profit realized from a contract or transaction for which disclosure is required, and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction, if:

• (i) the contract or transaction is approved or confirmed by special resolution at a meeting of the shareholders;

• (ii) disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and

• (iii) the contract or transaction was reasonable and fair to the Corporation when it was approved or confirmed.

H-15

• 11 -

SECTION 8 – OFFICERS

8.1 Appointment

The Directors, annually, or as often as may be required, may appoint from among themselves a Chair (either on a full-time or part-time basis), and may appoint a Chief Executive Officer, a President, one or more Vice-Presidents (to which title may be added words indicating seniority or function), a Chief Financial Officer, a Secretary, a Treasurer and one or more assistants to any of the officers so appointed. None of such officers except the Chair needs to be a Director of the Corporation, although a Director may be appointed to any office of the Corporation. Two or more offices of the Corporation may be held by the same person. The Directors may, from time to time, appoint such other officers, employees and agents as they shall deem necessary, who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the Directors. The Directors may, from time to time, and subject to the provisions of the Act and the By-Laws, vary, add to or limit the duties and powers of any officer, employee or agent of the Corporation.

8.2 Term of Office, Removal and Vacancy

• (a) Each officer appointed by the Board shall hold office until such officer dies, resigns or is removed from office.

• (b) The Board, in its discretion, may remove any officer, employee or agents of the Corporation, by a resolution of Directors. Such removal is without prejudice to the officer's rights under any employment contract with the Corporation.

• (c) A resignation of an officer becomes effective at the time a written resignation is sent to the Corporation, or at the time specified in the resignation, whichever is later.

8.3 Chair

The Board may from time to time appoint a Chair who shall be a Director. The Chair shall have such powers and duties as the Board may specify. The Chair of the board, if any, shall, if present, preside as chair at all meetings of the board and at all meetings of the shareholders of the Corporation.

8.4 Powers and Duties of Officers

The powers and duties of all officers shall be such as the terms of their engagement call for or as the Board or (except for those whose powers and duties are to be specified only by the Board) the Chief Executive Officer may specify. The Board and (except as aforesaid) the Chief Executive Officer may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board or the Chief Executive Officer otherwise directs.

8.5 Duties of Officers may be delegated

In case of the absence or inability, or refusal to act, of any officer of the Corporation, or for any other reason that the Directors may deem sufficient, the Directors may delegate all or any of the powers of such officer to any other officer or to any Director for the time being.

H-16

• 12 -

8.6 Agents and Attorneys

The Board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including, without limitation, the power to sub-delegate) of management, administration or otherwise as may be thought fit.

SECTION 9 – PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

9.1 Limitation of Liability

No Director or officer shall be liable for the acts, omissions, receipts, failures, neglects or defaults of any other Director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, including any person with whom or which any of the moneys, securities or effects of the Corporation shall be lodged or deposited, or for any loss occasioned by any error of judgment or oversight on such person's part, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Corporation, or for any other loss, damage or misfortune, whatever that may happen in the execution of the duties of such Director's or officer's respective office of trust or in relation thereto, unless the same shall happen by or through the Director's or officer's failure to exercise the powers, and to discharge the duties, of office honestly and in good faith, with a view to the best interests of the Corporation, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a Director or officer from the duty to act in accordance with the Act or relieve such Director or officer from liability under the Act. If any Director or officer of the Corporation shall be employed by, or shall perform services for, the Corporation, otherwise than as a Director or officer, or shall be a member of a firm, or a shareholder, Director or officer of a body corporate, which is employed by or performs services for the Corporation, the fact that the Director or officer is a shareholder, Director or officer of the Corporation, or body corporate or member of the firm, shall not disentitle such Director or officer, or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

9.2 Indemnity

• (a) The Corporation shall indemnify a Director or officer of the Corporation, a former Director or officer of the Corporation, any other individual who acts or acted at the Corporation's request as a Director or officer, any individual acting in a similar capacity of another entity, or any other individual permitted by the Act to be so indemnified, in the manner and to the fullest extent permitted by the Act. Without limiting the generality of the foregoing, the Corporation shall indemnify a Director or officer of the Corporation, a former Director or officer of the Corporation, any other individual who acts or acted at the Corporation's request as a Director or officer, or any individual acting in a similar capacity of another entity, against all costs, charges and expenses, including costs reasonably incurred in the defence of an action or proceeding and 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 Corporation or other entity.

H-17

• 13 -

• (b) The Corporation may advance moneys to a Director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 9.2(a). The individual shall repay the moneys if the individual does not fulfill the conditions of Section 9.2(c).

• (c) The Corporation shall not indemnify an individual under Section 9.2 unless the individual:

• (i) acted honestly and in good faith, with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as Director or officer or in a similar capacity at the Corporation's request; and

• (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual's conduct was lawful.

• (d) The Corporation shall, with the approval of a court, indemnify an individual referred to in Section 9.2(a), or advance moneys under Section 9.2(b), in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual's association with the Corporation or other entity as described in Section 9.2(a), against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in Section 9.2(c).

• (e) The Corporation shall also indemnify the individual referred to in Section 9.2(a) in such other circumstances as the Act or the law permits or requires. Nothing in this By-Law limits the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-Law.

9.3 Insurance

The Corporation may purchase and maintain such insurance for the benefit of any individual referred to in Section 9.2(a) against such liabilities and in such amounts as the Board may from time to time determine, to the extent permitted by the Act.

SECTION 10 – SECURITIES

10.1 Issuance

Subject to the Articles and the Act, the Board may issue or grant securities in the Corporation at such times and to such persons and for such consideration as the Board shall determine, provided that a security shall not be issued until the consideration for the security is fully paid in money or in property or past service that is not less in value than the fair equivalent of the money the Corporation would have received if the security had been issued for money.

10.2 Commissions

The Board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of such person's purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

H-18

• 14 -

10.3 Security Certificates

Security certificates (if any) shall, subject to compliance with Section 49 of the Act, be in such form as the Directors may from time to time by resolution approve, and such certificates shall be signed manually, or the signature shall be printed or otherwise mechanically reproduced on the certificate, by at least one Director or officer of the Corporation, or by a registrar, transfer agent or branch transfer agent of the Corporation or an individual on their behalf, or by a trustee who certifies it in accordance with a trust indenture, and any additional signatures required on a security certificate may be printed or otherwise mechanically reproduced thereon. If a security certificate contains a printed or mechanically reproduced signature of a person, the Corporation may issue the security certificate, notwithstanding that the person has ceased to be a Director or an officer of the Corporation, and the security certificate is as valid as if he or she were a Director or an officer at the date of its issue.

10.4 Securities Register

The Corporation shall prepare and maintain, at its registered office or, subject to the Act, at any other place designated by the Board, a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities:

• (a) the names, alphabetically arranged, of each person who:

• (i) is or has been registered as a shareholder of the Corporation, the latest known address including, without limitation, the street and number, if any, of every such person while a holder, and the number and class of shares registered in the name of such holder; or

• (ii) is or has been registered as a holder of debt obligations of the Corporation, the latest known address including, without limitation, the street and number, if any, of every such person while a holder, and the class or series and principal amount of the debt obligations registered in the name of such holder; and

• (b) the date and particulars of the issue and transfer of each security.

10.5 Electronic, Book-Based or Other Non-Certificated Registered Positions

Subject to Subsection 49(1) of the Act, a registered security holder may have his, her or its holdings of securities of the Corporation evidenced by an electronic, book-based, direct registration service or other non-certificated entry or position on the register of securityholders to be kept by the Corporation or its agent in place of a physical security certificate pursuant to a registration system that may be adopted by the Corporation.

This By-Law shall be read such that a registered holder of securities of the Corporation pursuant to any such electronic, book-based, direct registration service or other non-certificated entry or position shall be entitled to all of the same benefits, rights, entitlements and shall incur the same duties and obligations as a registered holder of securities evidenced by a physical security certificate. The Corporation and its transfer agent (if any) may adopt such policies and procedures and require such documents and evidence as they may determine necessary or desirable in order to facilitate the adoption and maintenance of a security registration system by electronic, book-based, direct registration system or other non-certificated means.

H-19

• 15 -

10.6 Registration of Transfers

Subject to the Act, no transfer of a security issued by the Corporation shall be registered unless or until the security certificate representing the security to be transferred has been presented for registration or, if no security certificate has been issued by the Corporation in respect of such security, unless or until a duly executed transfer in respect thereof has been presented for registration, payment of all applicable taxes and any reasonable fees prescribed by the Board, and compliance with the restrictions on issue, transfer or ownership authorized by the Articles.

10.7 Replacement of Security Certificates

In case of the defacement, destruction, theft or loss of a security certificate, the fact of such defacement, destruction, theft or loss shall be reported by the owner to the Corporation or to an agent of the Corporation (if any) with a statement verified by oath or statutory declaration as to the defacement, destruction, theft or loss and the circumstances concerning the same, and with a request for the issuance of a new security certificate to replace the one so defaced (together with the surrender of the defaced security certificate), destroyed, stolen or lost. Upon the giving to the Corporation (or if there be an agent, hereinafter in this paragraph referred to as the " Corporation's agent ", then to the Corporation and the Corporation's agent) of a bond of a surety company (or other security approved by the Directors) in such form as is approved by the Directors or by any officer of the Corporation, indemnifying the Corporation (and the Corporation's agent, if any) against all loss, damage or expense, which the Corporation and/or the Corporation's agent may suffer or be liable for by reason of the issuance of a new security certificate to such shareholder, and provided the Corporation or the Corporation's agent does not have notice that the security has been acquired by a bona fide purchaser, a new security certificate may be issued in replacement of the one defaced, destroyed, stolen or lost, if such issuance is ordered and authorized by any officer of the Corporation or by the Directors.

10.8 Transfer Agents and Registrar

The Board may, from time to time by resolution, appoint or remove, or authorize any officer or officers to appoint or remove, one or more transfer agents and one or more registrars for the Corporation.

10.9 Enforcement of Lien for Indebtedness

Subject to Subsection 49(8) of the Act, if the Articles of the Corporation provide that the Corporation may have a lien on the shares registered in the name of a shareholder or the shareholder's legal representative for a debt of that shareholder to the Corporation, such lien may be enforced by the sale of the shares thereby affected, or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity, and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares. No sale shall be made until such time as the debt ought to be paid and until a demand and notice in writing stating the amount due and demanding payment and giving notice of intention to sell on default shall have been served on the holder, or such shareholder's legal representative, of the shares subject to the lien and default shall have been made in payment of such debt for seven days after service of such notice. Upon any such sale, the proceeds shall be applied, firstly, in payment of all costs of such sale, and, secondly, in satisfaction of such debt and the residue (if any) shall be paid to the shareholder or as such shareholder shall direct. Upon any such sale, the Directors may enter or cause to be entered the purchaser's name in the securities register of the Corporation as holder of the shares, and the purchaser shall not be bound to see to the regularity or validity of, or be affected by, any irregularity or invalidity in the proceedings, or be bound to see to the application of the purchase money, and after the purchaser's name or the name of the purchaser's legal representative has been entered in the securities register, the validity of the sale shall not be impeached by any person.

H-20

• 16 -

10.10 Dealings with Registered Holder

Subject to the Act, the Corporation may treat the registered holder of any security as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

SECTION 11 – DIVIDENDS

11.1 Dividends

• (a) The Directors may from time to time by resolution declare, and the Corporation may pay, dividends on its issued shares, subject to the provisions (if any) of the Corporation's Articles.

• (b) The Directors shall not declare, and the Corporation shall not pay, a dividend if there are reasonable grounds for believing that:

• (i) the Corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

• (ii) the realizable value of the Corporation's assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

• (c) The Corporation may pay a dividend consisting of fully paid shares of the Corporation and, subject to Section 42 of the Act, the Corporation may pay a dividend in money or other property.

11.2 Joint Holders

In case several persons are registered as the joint holders of any securities of the Corporation, the Corporation shall not be bound to issue more than one certificate in respect of that security, and delivery of such certificate to one of those persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect of it or for any dividends, principal, interest, return of capital or other redemption payments or warrant issuable in respect of such securities.

11.3 Deceased Holders

In the event of the death of a holder, or of one of the joint holders of any security, the Corporation shall not be required to make any entry in the securities register in respect of the death or to make any dividend, interest or other payments in respect of the security except on production of all such documents as may be required by law.

11.4 Dividend Payments

• (a) A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the recorded address of such registered holder, or paid by electronic funds transfer to the bank account designated by the registered holder, unless such holder otherwise directs. In the case of joint holders, the cheque or payment shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and, if more than one address is recorded in the Corporation's

H-21

• 17 -

security register in respect of such joint holding, the cheque shall be mailed to the first address so appearing. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, or the electronic funds transfer as aforesaid, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

• (b) In the event of non-receipt of any dividend cheque or payment by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque or payment for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as any officer or the Directors may from time to time prescribe, whether generally or in any particular case.

11.5 Unclaimed Dividends

To the extent permitted by law, any dividend or other distribution that remains unclaimed after a period of two years from the date on which the dividend has been declared to be payable is forfeited and will revert to the Corporation.

SECTION 12 – MEETINGS OF SHAREHOLDERS

12.1 Annual Meetings

Subject to Section 132 and Section 133 of the Act, the annual meeting of shareholders shall be held at such a place within Canada (or outside Canada if the place is specified in the Articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place), on such day in each year and at such time as the Directors may determine.

12.2 Special Meetings

The Board may at any time call a special meeting of shareholders to be held on such day and at such time and, subject to Section 132 of the Act, at such place within Canada (or outside Canada if the place is specified in the Articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place) as the Board may determine.

12.3 Meeting on Requisition of Shareholders

• (a) The holders of not less than 5% of the issued shares of the Corporation that carry the right to vote at a meeting sought to be held may requisition the Directors to call a meeting of shareholders for the purposes stated in the requisition. The requisition shall state the business to be transacted at the meeting and shall be sent to each Director and to the registered office of the Corporation.

• (b) Subject to Subsection 143(3) of the Act, upon receipt of the requisition, the Directors shall call a meeting of shareholders to transact the business stated in the requisition.

• (c) If the Directors are obligated to call a meeting pursuant to Section 12.3(b) do not do so within 21 days after receiving the requisition, any shareholder who signed the requisition may call the meeting.

H-22

• 18 -

12.4 Meeting Held by Electronic Means

• (a) Any person entitled to attend a meeting of shareholders may vote and otherwise participate in the meeting by means of a telephonic, electronic or other communication facility made available by the Corporation that permits all participants to communicate adequately with each other during the meeting. A person participating in a meeting of shareholders by such means is deemed by the Act and this By-Law to be present at the meeting.

• (b) If the Directors or the shareholders of the Corporation call a meeting of shareholders pursuant to the Act, those Directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

12.5 Notice of Meetings

Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section 14.1, in the case of a distributing corporation, not less than 21 days and, in the case of any other corporation, not less than 10 days, but in either case, not more than 60 days before the date of the meeting to each Director, to any auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to receive notice of or vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the minutes of an earlier meeting, financial statements and auditor's report, election of Directors and reappointment of the incumbent auditor or fixing or authorizing the Directors to fix the remuneration payable to such auditor shall state or be accompanied by a statement of:

• (a) the nature of the business in sufficient detail to permit the shareholders to form a reasoned judgment on it; and

• (b) the text of any special resolution to be submitted to the meeting.

12.6 Waiver of Notice

Notice of any meeting of shareholders or the time for the giving of any such notice, or any irregularity in any meeting or in the notice thereof, may be waived by any shareholder, the duly appointed proxy of any shareholder, any Director or the auditor of the Corporation, in writing or by email or other form of electronic transmission addressed to the Corporation, or in any other manner, and the attendance of any such person at a meeting of shareholders is a waiver of notice of the meeting, except where he or she attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Any such waiver may be validly given either before or after the meeting to which such waiver relates.

12.7 Omission of Notice

The accidental omission to give notice of any meeting of shareholders to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at any such meeting.

12.8 Record Date for Notice

• (a) Subject to Subsection 134(3) of the Act, the Board may, within the period prescribed by the Act, fix in advance a date as a record date for the determination of the shareholder

H-23

• 19 -

entitled to receive payment of a dividend, if declared, entitled to participate in a liquidation distribution, entitled to receive notice of a meeting of shareholders, entitled to vote at a meeting of shareholders or for any other purpose.

• (b) If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, shall be the day on which the meeting is held and the record date for the determination of shareholders for any purpose other than to establish a shareholder's right to receive a notice of a meeting or to vote shall be at the close of business on the day on which the Directors pass the resolution relating to that purpose.

12.9 Meetings Without Notice

• (a) A meeting of shareholders may be held without notice at any time and place permitted by the Act if:

• (i) all the shareholders entitled to vote at the meeting are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to the meeting being held; and

• (ii) the auditor and the Directors are present or waive notice of or otherwise consent to the meeting being held,

so long as the shareholders, auditor or Directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

• (b) At a meeting held under Section 12.9(a), any business may be transacted which the Corporation may transact at a meeting of shareholders.

12.10 Chair, Secretary and Scrutineers

• (a) The Chair, if any, or, in his or her absence, or in case of his or her inability or refusal or failure to act, such other person as may have been designated by the Chair to exercise such function, shall preside at meetings of shareholders. In the absence of all such persons or, in case of their inability or refusal or failure to act, the persons present entitled to vote shall choose another Director as chair, and if no Director is present, or if all the Directors present refuse to act, then the persons entitled to vote shall choose one of their number to be chair of the meeting.

• (b) The Secretary, if any, will act as Secretary at meetings of shareholders. If a Secretary has not been appointed or if the Secretary is absent, the Chair shall appoint some person, who need not be a shareholder, to act as Secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the meeting.

12.11 Persons Entitled to be Present

The only persons entitled to be present at a meeting of the shareholders shall be those entitled to attend or vote thereat, the Directors, officers, auditor, legal counsel of the Corporation and others who, although not

H-24

• 20 -

entitled to attend or vote, are entitled or required under any provision of the Act, the Articles and this ByLaw to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

12.12 Quorum

At all meetings of shareholders, it shall be necessary in order to constitute a quorum for two persons entitled to vote at the meeting to be present, and for not less than 10 % of the outstanding shares of the Corporation which may be voted at the meeting to be represented in person or by proxy or by a duly authorized representative of a shareholder. If a quorum is present at the opening of a meeting of shareholders, the shareholders present may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

12.13 Right to Vote

• (a) Unless the Articles otherwise provide, each share of the Corporation entitles the holder of such share to one vote at a meeting of shareholders.

• (b) Where a body corporate, or a trust, association or other unincorporated organization, is a shareholder of the Corporation, any individual authorized by a resolution of the Directors of the body corporate, or the Directors, trustees or other governing body of the association, trust or unincorporated organization, to represent it at meetings of shareholders of the Corporation, shall be recognized as the person entitled to vote at all such meetings of shareholders in respect of the shares held by such body corporate, or by such trust, association or other unincorporated organization, and the chair of the meeting may establish or adopt rules or procedures in relation to the recognition of a person to vote shares held by such body corporate, or by such trust, association or other unincorporated organization.

• (c) Where a person holds shares as a personal representative, such person, or his or her proxy, is the person entitled to vote at all meetings of shareholders in respect of the shares so held by him or her, and the chair of the meeting may establish or adopt rules or procedures in relation to the recognition of such person to vote the shares in respect of which such person has been appointed as a personal representative.

• (d) Where a person mortgages, pledges or hypothecates his or her shares, such person, or such person's proxy, is the person entitled to vote at all meetings of shareholders in respect of such shares, so long as such person remains the registered owner of such shares, unless, in the instrument creating the mortgage, pledge or hypothec, the person has expressly empowered the person holding the mortgage, pledge or hypothec to vote in respect of such shares, in which case, subject to the Articles, such holder, or such holder's proxy, is the person entitled to vote in respect of the shares, and the chair of the meeting may establish or adopt rules or procedures in relation to the recognition of the person holding the mortgage, pledge or hypothec as the person entitled to vote in respect of the applicable shares.

• (e) Where two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the others, vote the shares, but if two or more of those persons are present on their own behalf or by proxy, they shall vote as one on the

H-25

• 21 -

shares jointly held by them, and the chair of the meeting may establish or adopt rules or procedures in that regard.

12.14 Proxyholders and Representatives

• (a) Every shareholder, including a shareholder that is a body corporate, or a trust, association or other unincorporated organization, entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy.

• (b) A proxy shall be in writing executed by the shareholder or such shareholder's duly authorized attorney, or in the form of electronic document executed as contemplated by the Act, by the shareholder or by his, her or its duly authorized attorney and shall conform with the requirements of the Act and other applicable law and will be in such form as the Directors may approve from time to time or such other form as may be acceptable to the chair of the meeting at which the instrument of proxy is to be used.

• (c) Alternatively, every shareholder which is a body corporate or other legal entity may authorize by resolution of its Directors or governing body an individual to represent it at a meeting of shareholders and that individual may exercise on the shareholder's behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of the resolution, or a certified copy of an extract from the By-Laws of the body corporate or association, authorizing the representative to represent the body corporate or other legal entity, or in such other manner as may be satisfactory to the Secretary or the chair of the meeting. Any such proxyholder or representative need not be a shareholder. The proxy is valid only at the meeting in respect of which it is given or any adjournment thereof.

12.15 Time for Deposit of Proxies

The Board may fix a time not exceeding 48 hours, excluding non-business days, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at the meeting must be deposited with the Corporation or its agent, and any time so fixed shall be specified in the notice calling the meeting. A proxy shall be acted on only if, before the time so specified, it has been deposited with the Corporation or its agent specified in the notice or if, no such time having been specified in the notice, it has been received by the Secretary or by the chair of the meeting before the time of voting.

12.16 Conduct of the Meeting

The chair of a meeting of shareholders will conduct the meeting and determine the procedure to be followed at the meeting. The chair's decision on all matters or things, including any questions regarding the validity or invalidity of a form of proxy or other instrument appointing a proxy, shall be conclusive and binding upon the meeting of shareholders.

12.17 Votes to Govern

At any meeting of shareholders, every question shall, unless otherwise required by the Articles or By-Laws, be determined by a majority of the votes cast on the question.

H-26

• 22 -

12.18 Votes

• (a) Votes at meetings of shareholders may be cast either personally or by proxy. Subject to the Act and Section 12.20, every question submitted to any meeting of shareholders shall be decided on a show of hands, except when a ballot is required by the chair of the meeting or is demanded by a shareholder or proxyholder entitled to vote at the meeting, or is otherwise required by the Act. A shareholder or proxyholder may demand a ballot either before or after any vote by a show of hands. At every meeting at which shareholders are entitled to vote, each shareholder present on his or her own behalf, and every proxyholder present, shall have one vote. Upon any ballot at which shareholders are entitled to vote, each shareholder present on his or her own behalf, or by proxy, shall (subject to the provisions, if any, of the Articles) have one vote for every share registered in the name of such shareholder.

• (b) At any meeting of shareholders, unless a ballot is demanded, an entry in the minutes for the applicable meeting of shareholders, following a vote on the applicable resolution by a show of hands, to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution, although the chair may direct that a record be kept of the number or proportion of votes in favour of or against the resolution for any purpose the chair of the meeting considers appropriate.

• (c) If, at any meeting, a ballot is demanded on the election of a chair for the meeting, or on the question of adjournment or termination, the ballot shall be taken forthwith without adjournment. If a ballot is demanded on any other question or as to the election of Directors, the ballot shall be taken in such manner and either at once or later at the meeting or after adjournment as the chair of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

12.19 Casting Vote

In case of an equality of votes at any meeting of shareholders provided in Section 12.8, the chair of the meeting shall not be entitled to a second or casting vote in addition to the vote or votes to which he or she may be entitled as a shareholder or proxyholder.

12.20 Electronic Voting

Any person participating in a meeting of shareholders by telephonic, electronic or other communication facility under Section 12.4 and entitled to vote at that meeting may vote, in accordance with the Act, by means of the telephonic, electronic or other communication facility that the Corporation has made available for that purpose. Despite Section 12.18, any vote referred to in Section 12.18 may be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes such a communication facility available.

12.21 Adjournment

• (a) The chair of the meeting of shareholders may, with the consent of the meeting, adjourn the meeting from time to time and from place to place to a fixed time and place, and if the meeting is adjourned by one or more adjournments for an aggregate of less than 30 days,

H-27

• 23 -

it is not necessary to give notice of the adjourned meeting, other than by announcement at the time of an adjournment.

• (b) Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting. Any adjourned meeting is duly constituted if held in accordance with the terms of the adjournment and a quorum is present at the adjourned meeting. Any business may be considered and transacted at any adjourned meeting which might have been considered and transacted at the original meeting of shareholders.

12.22 Resolution in Lieu of Meeting

A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders unless, in accordance with the Act:

• (a) in the case of the resignation or removal of a Director, or the appointment or election of another person to fill the place of that Director, a written statement is submitted to the Corporation by the Director giving the reasons for such person's resignation or the reasons why such person opposes any proposed action or resolution for the purpose of removing such person from office or the election of another person to fill the office of that Director; or

• (b) in the case of the removal or resignation of an auditor, or the appointment or election of another person to fill the office of auditor, representations in writing are made to the Corporation by that auditor concerning its proposed removal, the appointment or election of another person to fill the office of auditor or its resignation.

SECTION 13 – ADVANCED NOTICE PROVISIONS

13.1 Nomination Procedures

Subject only to the Act, Applicable Securities Laws, the Articles and the By-Laws, only persons who are nominated in accordance with the procedures set out in this Section 13.1 shall be eligible for election as Directors of the Corporation. Nominations of persons for election as Directors of the Corporation may be made at any annual meeting of shareholders or at any special meeting of shareholders if one of the purposes for which the special meeting was called is the election of Directors. Such nominations may be made in the following manner:

• (a) by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to a notice of meeting;

• (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of shareholders made in accordance with the provisions of the Act; or

• (c) by any person (a " Nominating Shareholder "), who:

• (i) has given timely notice in proper written form as set forth in Sections 13.2 and 13.3; and

H-28

• 24 -

• (ii) at the close of business on the date of giving notice in accordance with the notice procedures set forth in this Section 13 and on the record date for notice of such meeting, either entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation.

13.2 Timely Notice

In order for a nomination made by a Nominating Shareholder to be timely notice (a " Timely Notice "), the Nominating Shareholder's notice must be received by the Secretary of the Corporation at the principal executive offices or registered office of the Corporation:

• (a) in the case of an annual meeting (including an annual and special meeting) of shareholders, not less than thirty (30) days nor more than sixty-five (65) days prior to the date of the meeting; provided, however, in the event that the meeting is to be held on a date that is less than fifty (50) days after the date on which the first public announcement of the date of the meeting was made (each such date being the " Notice Date "), notice by the Nominating Shareholder shall be made not later than the close of business on the tenth (10[th] ) day following the Notice Date;

• (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing Directors (whether or not also called for other purposes), notice by the Nominating Shareholder shall be made not later than the close of business on the fifteenth (15[th] ) day following the Notice Date; and

• (c) in the case of an annual meeting of shareholders or a special meeting of shareholders called for the purpose of electing Directors (whether or not also called for other purposes) where notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ) is used to deliver proxy-related materials to shareholders, not less than forty (40) days prior to the date of the meeting (and, in any event, not prior to Notice Date); provided, however, in the event that the meeting is to be held on a date that is less than fifty (50) days after Notice Date, (i) in the case of an annual meeting of shareholders, notice by the Nominating Shareholder shall be made not later than the close of business on the tenth (10[th] ) day following the date of such public announcement, and (ii) in the case of a special meeting of shareholders, notice by the Nominating Shareholder shall be made not later than the close of business on the fifteenth (15[th] ) day following the date of such public announcement.

13.3 Proper Form of Notice

To be in proper written form, a Nominating Shareholder's notice to the corporate secretary must comply with all the provisions of this Section 13.3 and disclose or include, as applicable:

• (a) as to each person whom the Nominating Shareholder proposes to nominate for election as a Director (a " Proposed Nominee "):

• (i) the name, age, business and residential address of the Proposed Nominee;

H-29

• 25 -

• (ii) the principal occupation, business or employment of the Proposed Nominee, and the name and principal business of any company in which such employment is carried on, both present and within the five years preceding the date of the notice;

• (iii) whether the Proposed Nominee is a "resident Canadian" within the meaning of the Act;

• (iv) the number of securities of each class of securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

• (v) a description of any relationship, agreement, arrangement or understanding, including financial compensation and indemnity related relationships, agreements, arrangements or understandings, between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder or the Proposed Nominee with respect to the Proposed Nominee's nomination and election as a Director;

• (vi) whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; and

• (vii) any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident's proxy circular or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to the Act or any Applicable Securities Laws.

• (b) as to each Nominating Shareholder giving the notice, and each beneficial owner, if any, on whose behalf the nomination is made:

• (i) their name, business and residential address;

• (ii) the number of securities of each class or series of voting securities of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder, or any other person with whom such Nominating Shareholder is acting jointly or in concert with respect to the Corporation or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

• (iii) their interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person's economic interest in a security of the Corporation or the person's economic exposure to the Corporation;

• (iv) any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the

H-30

• 26 -

Nominating Shareholder or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder and any Proposed Nominee;

• (v) full particulars of any proxy, contract, relationship arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting of any securities of the Corporation or the nomination of Directors to the board;

• (vi) a representation that the Nominating Shareholder is a holder of record of securities of the Corporation, or a beneficial owner, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to propose such nomination;

• (vii) a representation as to whether such person intends to deliver a proxy circular and/or form of proxy to any shareholder of the Corporation in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Corporation in support of such nomination;

• (viii) any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to the Act or as required by applicable securities law;

• (c) a written consent duly signed by the Proposed Nominee to being named as a nominee for election to the Board and to serving as a Director of the Corporation if elected.

The Corporation may require any Proposed Nominee to furnish such other information as may be reasonably required by the Corporation to determine, pursuant to Applicable Securities Laws, the independence, or lack thereof, of such Proposed Nominee, provided that such disclosure request does not go beyond that required of management nominees for election as Directors of the Corporation. References to "Nominating Shareholder" in this Section 13.3 shall be deemed to refer to each shareholder that nominates or proposes to nominate a person for election as a Director of the Corporation in the case of a nomination proposal where more than one shareholder is involved in making such nomination proposal. All information provided in a Nominating Shareholder's notice will be made publicly available to shareholders of the Corporation.

13.4 Notice to be Updated

In addition, to be considered timely and in proper written form, a Nominating Shareholder's notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

13.5 Eligibility for Nomination as a Director

No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this By-Law. The requirements of this By-Law shall apply to any Proposed Nominee to be brought before a meeting by a shareholder whether such Proposed Nominees are to be included in the Corporation's management information circular under the Act and Applicable Securities Laws or presented to shareholders by means of an independently financed proxy solicitation. The requirements of this By-Law are included to provide the Corporation notice of a shareholder's intention to

H-31

• 27 -

bring one or more Proposed Nominees before a meeting and shall in no event be construed as (i) imposing upon any shareholder the requirement to seek approval from the Corporation as a condition precedent to nominate such Proposed Nominee before a meeting or (ii) deeming to preclude discussion by a shareholder (as distinct from the nomination of Directors) at a meeting of shareholders of any matter in respect of which such shareholder would have been entitled to submit a proposal pursuant to the provisions of the Act. The Chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this By-Law and, if any proposed nomination is determined not to be in compliance with such procedures, to declare that such defective nomination shall be disregarded.

13.6 Delivery of Information

Notwithstanding any other provision of this By-Law or any other By-Law of the Corporation, notice given to the Secretary of the Corporation pursuant to this By-Law may only be given by personal delivery or by electronic mail (at such e-mail address as may be stipulated from time to time by the Secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Secretary at the address of the principal executive offices of the Corporation or, in the case of electronic mail, at the time it is sent to the Secretary at the email address as aforesaid; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Eastern time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

13.7 Failure to Appear

Despite any other provision of this Section 13 , if the Nominating Shareholder (or a qualified representative of the Nominating Shareholder) does not appear at the meeting of shareholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.

13.8 Waiver

The board may, in its sole discretion, waive any requirement in this Section 13 .

SECTION 14 – NOTICES

14.1 Service

• (a) Any notice, communication or document required by the Act, the regulations, the Articles or By-Laws to be sent to any shareholder or Director of the Corporation may be delivered personally to or sent by pre-paid mail addressed to:

• (i) the shareholder at the shareholder's latest address as shown in the records of the Corporation or its transfer agent; and

• (ii) the Director at the Director's latest address as shown in the records of the Corporation or in the last notice filed under Section 106 or 113 of the Act.

• (b) A notice or document sent by mail as contemplated by this Section 14.1 to a shareholder or Director of the Corporation shall be deemed to have been received by the shareholder or Director (as the case may be) at the time it would be delivered in the ordinary course of

H-32

• 28 -

mail, unless there are reasonable grounds for believing that the shareholder or Director (as the case may be) did not receive the notice or document at that time or at all.

• (c) Notwithstanding the foregoing, provided that the addressee has consented in writing and has designated an information system for the receipt of electronic documents as contemplated by the Act, the Corporation may satisfy the requirements to send any notice or document referred to above, subject to the Act, by creating an electronic document and providing such electronic document to the applicable specified information system or otherwise posting or making such document available on a generally accessible electronic source, such as a website, and providing written notice of the availability and location of that electronic document, unless otherwise prescribed by the Act. Any such electronic document shall be deemed to have been sent to and received by the addressee when it enters the information system of the addressee or, if posted or otherwise made available through a generally accessible electronic source, when the addressee receives written notice of the availability and location of that electronic document.

14.2 Failure to Locate Shareholder

If the Corporation sends a notice or document to a shareholder and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the Corporation in writing of the shareholder's new address.

14.3 Notice to Joint Shareholders

All notices or documents shall, with respect to any shares in the capital of the Corporation registered in more than one name, may be sent to any one of such persons named in the records of the Corporation and any notice or document so sent shall be sufficient notice of delivery of such document to all the holders of such shares.

14.4 Persons Entitled by Operation of Law

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice or document in respect of such shares which, prior to his or her name and address being entered on the records of the Corporation in respect of such shares and such person furnished the Corporation with the proof of authority or evidence of such person's entitlement prescribed by the Act, shall have been duly sent to the person or persons from whom such person derives his or her title to such shares.

14.5 Computation of Time

Where notice is required to be given under any provisions of the Articles or By-Laws of the Corporation, or any time period or time limit for the doing of any other act is prescribed by the Articles or By-Laws of the Corporation, the notice period or such other time period or time limit shall be determined in accordance with Sections 26 to 30, inclusive, of the Interpretation Act (Canada), R.S.C. 1985, c. I-21, unless otherwise expressly provided in the Articles or By-Laws of the Corporation.

14.6 Proof of Service

A certificate of any officer of the Corporation in office at the time of the making of the certificate, or of an agent of the Corporation, as to facts in relation to the mailing or delivery or sending of any notice or

H-33

• 29 -

document to any shareholder, Director, officer or auditor of the Corporation or any other person, or publication of any notice or document, shall be conclusive evidence thereof and shall be binding on every shareholder, Director, officer or auditor of the Corporation or other person, as the case may be.

14.7 Electronic Documents

A requirement under the By-Laws that a notice, document or other information be provided in writing may be satisfied by providing an electronic document and a requirement under the By-Laws for a signature or that a document be executed, in relation to an electronic document, may be satisfied, in each case, if the requirements in the Act in respect thereof are met.

14.8 Repeal of Previous By-Laws

The former articles (accompanying its Notice of Articles) of the Corporation are, for the avoidance of doubt, repealed as of the coming into force of this By-Law. This repeal shall not affect the previous operation of the former articles of the Corporation so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, the repealed former articles of the Corporation before its repeal.

==> picture [40 x 9] intentionally omitted <==

This By-Law No. 1 was adopted by the Corporation on [�], 2020.

Name: Sean Roosen Title: Chair and Chief Executive Officer

H-34

THIS PAGE INTENTIONALLY LEFT BLANK