Osisko Development Corp. — AGM Information 2020

Oct 27, 2020

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

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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.

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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.