UNDERWRITING AGREEMENT

October 29, 2020

Osisko Development Holdings Inc. 1100 Avenues des Canadiens-de-Montréal, Suite 300 Montréal, Québec H3B 2S2

Osisko Gold Royalties Ltd 1100 Avenues des Canadiens-de-Montréal, Suite 300 Montréal, Québec H3B 2S2

Barolo Ventures Corp. 1600 - 609 Granville Street Vancouver, British Columbia V7Y 1C3

To whom this may concern:

Canaccord Genuity Corp. and National Bank Financial Inc. (collectively, the "Lead Underwriters"), together with BMO Nesbitt Burns Inc., Eight Capital, CIBC World Markets Inc., Credit Suisse Securities (Canada), Inc., Desjardins Securities Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Cormark Securities Inc., Haywood Securities Inc., Industrial Alliance Securities Inc., Paradigm Capital Inc., PI Financial Corp, Raymond James Ltd., Sprott Capital Partners LP, TD Securities Inc., Clarus Securities Inc. and Echelon Wealth Partners Inc. (collectively, together with the Lead Underwriters, the "Underwriters"), understand that Osisko Development Holdings Inc. (the "Company") proposes to create, issue and sell an aggregate of 13,350,000 Subscription Receipts (as defined herein), on an underwritten private placement basis, at the Subscription Price (as defined herein).

The Subscription Receipts will be duly and validly created pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into by the Company, Barolo, the Lead Underwriters (for and on behalf of the Underwriters) and TSX Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"), to be dated as of the Closing Date (as defined herein). Each Subscription Receipt will entitle the holder thereof to receive, upon satisfaction of the Escrow Release Conditions (as defined herein) and without payment of additional consideration or further action on the part of the holders of the Subscription Receipts, one Unit (as defined herein) of the Company, with each Unit being composed of one Unit Share (as defined herein), and one-half of one Unit Warrant (as defined herein). Each whole Unit Warrant will entitle the holder thereof to acquire one additional Warrant Share (as defined herein), at a price of $10.00 per Warrant Share at any time prior to 5:00 p.m. (Toronto time) on the date which is 18 months following the effective date of the Amalgamation (as defined herein). The Warrants will be issued pursuant to a warrant indenture entered into by the Company and the Warrant Agent (as defined herein) on the Closing Date.

The gross proceeds from the Offering (as defined herein) (the "Escrowed Proceeds") will be deposited at the Closing Time (as defined herein) in escrow with the Subscription Receipt Agent pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreement. Provided that the Escrow Release Conditions are satisfied or waived prior to the Escrow Release Deadline (as defined herein), the Subscription Receipt Agent will release the Escrowed Funds (as defined herein) to the Company (less the Commission (as defined herein) and the Underwriters' pro rata portion of interest earned on the Escrowed Proceeds, which amounts shall be released to the Underwriters), and each Subscription Receipt will be automatically converted into one Unit without payment of additional consideration and without any further action by the holder thereof.

In the event that: (i) the Escrow Release Conditions are not satisfied prior to the Escrow Release

Deadline; or (ii) the Amalgamation Agreement is terminated at any earlier time; or (iii) the Company advises the Lead Underwriters, on behalf of the Underwriters, or announces to the public that it does not intend to satisfy the Escrow Release Conditions (any of the foregoing, a "Termination Event"), the Subscription Receipt Agent will return to each holder of Subscription Receipts, as soon as practicable following the Termination Event, an amount equal to the aggregate Subscription Price of the Subscription Receipts held by such holder and their pro rata portion of interest earned on the Escrowed Proceeds (less applicable withholding tax, if any), and in those circumstances, the Company shall be responsible and liable to the holders of Subscription Receipts for any shortfall between the aggregate Subscription Price paid by the original holders of such Subscription Receipts and the Escrowed Funds.

Upon and subject to the terms and conditions set forth herein, the Underwriters hereby severally, and not jointly, nor jointly and severally, agree to purchase from the Company, and by the acceptance of this Agreement the Company agrees to sell to the Underwriters, at the Closing Time, 13,350,000 Subscription Receipts at the Subscription Price for aggregate gross proceeds of $100,125,000. The Offering will be completed on a private placement basis pursuant to exemptions from prospectus requirements under Applicable Securities Laws (as defined herein). Offers and sales of Subscription Receipts in the United States may only be made to persons who are Qualified Institutional Buyers (as defined herein) pursuant to Rule 144A (as defined herein). The Underwriters and the Company acknowledge that Schedule A forms part of this Agreement. Offers and sales of Subscription Receipts may also be made in certain offshore jurisdictions pursuant to relevant prospectus or registration exemptions in accordance with Applicable Securities Laws. The parties agree that the Offering may be completed in one or more tranches.

The Underwriters have been granted an option (the "Option"), which Option may be exercised, in whole or in part, at the Underwriters' sole discretion and without obligation, to purchase from the Company up to 3,333,335 additional Subscription Receipts at the Subscription Price, for additional aggregate gross proceeds of up to $25,000,012.50. The Option shall be exercisable by the Underwriters at any time prior to the Closing Time, after which time the Option shall be void and of no further force and effect.

If exercised, any Subscription Receipts issued upon exercise of the Option shall be deemed to form part of the Offering for the purposes hereof. Unless the context otherwise requires, all references to the "Offering", or "Subscription Receipts" shall include any Subscription Receipts issued in connection with the exercise of the Option.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company agrees to pay to the Underwriters the Commission as set out in Section 16. The Commission and the Underwriters' pro rata portion of interest earned on the Escrowed Proceeds (if any) shall be released to the Underwriters out of the Escrowed Funds on the date on which the Escrow Release Conditions have been satisfied. The obligation of the Company to pay the Commission shall arise on the date on which the Escrow Release Conditions are satisfied, and the Commission shall be fully earned by the Underwriters upon the satisfaction of the Escrow Release Conditions.

The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to the Company, acting reasonably, as their agents to assist with the Offering in the Selling Jurisdictions and that the Underwriters may determine the remuneration payable by the Underwriters to such other dealers appointed by them.

It is understood that at or prior to the Closing Time, the Underwriters may arrange for substituted purchasers (the "Substituted Purchasers") in the Selling Jurisdictions (as defined herein), to purchase the Subscription Receipts directly from the Company and each such Substituted Purchaser shall be entitled to the benefits of such subscription therefor as the initial beneficial purchaser thereof, it being understood that the Underwriters may not arrange for Substituted Purchasers of the Subscription Receipts for sales made to Qualified Institutional Buyers pursuant to Rule 144A.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

1. Interpretation

1.1 Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms have the following meanings, respectively:

"affiliate" has the meaning ascribed to such concept in Section 1(2) of the Securities Act (Ontario);

"Affiliates" means affiliates of the Underwriters;

"Agreement" or "Underwriting Agreement" means this agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereby;

"Amalgamation" means the amalgamation of the Company and Barolo Subco;

"Amalgamation Agreement" means the amalgamation agreement dated October 23, 2020 among the Company, Barolo and Barolo Subco, providing for the Amalgamation;

"Applicable Securities Laws" means, in respect of any person, collectively, the securities laws, regulations, rulings, rules, orders and prescribed forms, and published policy statements issued by a Securities Regulator in the Selling Jurisdictions, including the rules of any stock exchange, in each case, applicable to that person;

"Barolo" means Barolo Ventures Corp.;

"Barolo Financial Statements" means (i) the audited financial statements of Barolo for the years ended May 31, 2020 and 2019, and (ii) the unaudited condensed interim financial statements of Barolo (prepared by management) as at and for the nine months ended February 29, 2020 and February 28, 2019;

"Barolo Public Record" means all information contained in any press release, material change report (excluding any confidential material change report), financial statements or other document of Barolo which has been publicly filed pursuant to Applicable Securities Laws in Canada or otherwise, by or on behalf of Barolo;

"Barolo Shares" means the common shares in the capital of Barolo;

"Barolo Subco" means 1269598 B.C. Ltd., a wholly-owned subsidiary of Barolo;

"BCBCA" means the Business Corporations Act (British Columbia);

"Bonanza Ledge II Project" means the development-stage Bonanza Ledge II project of Osisko in British Columbia, Canada;

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Montréal, Québec are not open for business;

"Canadian Securities Laws" means collectively, all Applicable Securities Laws of each of the Selling Jurisdictions in Canada;

"Canadian Securities Regulators" means the applicable Securities Regulator in each of the provinces of Canada;

"Cariboo Gold Project" means the property generally known as the "Cariboo Project" located in the

Cariboo Mining District in east-central British Columbia, east and southeast of the City of Quesnel, British Columbia;

"Cariboo Technical Report" means the report entitled "NI 43-101 Technical Report and Mineral Resource Estimate for the Cariboo Gold Project, British Columbia, Canada" dated October 5, 2020 (effective date of October 5, 2020) and prepared by InnovExplo Inc.;

"Claims" has the meaning ascribed thereto in Section 13.1;

"Closing" means the completion of the sale of the Subscription Receipts as contemplated by this Agreement and the Subscription Agreements, which for certainty may be completed in one or more tranches;

"Closing Date" means October 29, 2020, or such other date as the Company and the Underwriters may agree, and from time to time with respect to any additional purchases of Subscription Receipts following the initial Closing Date;

"Closing Time" means 9:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Underwriters may determine;

"Commission" has the meaning ascribed thereto in Section 16.1;

"Common Shares" means the common shares in the capital of the Company;

"Company" has the meaning ascribed thereto on page 1 of this Agreement;

"Company Corporate Presentation" means the corporate presentation in respect of the RTO Transaction posted on Osisko's corporate website and used for the investor call in connection with the RTO Transaction on October 5, 2020;

"Consolidation" means the consolidation of the Barolo Shares prior to the effective time of the Amalgamation, on the basis of one (1) post-consolidation Barolo Share for each sixty (60) Barolo Shares as constituted on the date hereof;

"Contributed Assets" shall include the direct or indirect ownership interests in the Contributed Properties and the Contributed Securities;

"Contributed Assets Financial Information" means the carve-out financial statements of the Contributed Assets to be included in the Filing Statement;

"Contributed Properties" means, collectively, the Cariboo Gold Project, the San Antonio Gold Project, the Bonanza Ledge II Project, the James Bay Properties and the Guerrero Properties and all of the mining leases, mining claims, option rights or other legal, beneficial or contractual interest, as applicable, together with any operating licences, permits, assets and other property, relating to such properties, as set out in Schedule C hereto;

"Contributed Securities" means the marketable securities as set out in Schedule D hereto;

"Debt Instrument" means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money, to which an entity or any of its subsidiaries is a party or by which any of their property or assets are bound;

"Disclosure Documents" means the Filing Statement, the Company Corporate Presentation, the News Release and the RTO News Release;

"Due Diligence Session" means the due diligence session held by teleconference at 10:30 a.m. (Toronto time) on October 28, 2020 attended by, among others, management of Osisko, Barolo, the Underwriters and their respective legal advisors;

"Engagement Letter" means the engagement letter between the Lead Underwriters, Osisko and Barolo dated October 5, 2020;

"Environmental Laws" means all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational and human health and safety or the treatment, use, processing, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances;

"Environmental Permit" means any Permit issued or required under any Environmental Law;

"Escrow Release Conditions" means each of the following conditions, which conditions (other than the condition in clause (e)) may be waived in whole or in part jointly by the Company and the Lead Underwriters:

(a) the completion or satisfaction of all conditions precedent to the Amalgamation as set out in the Amalgamation Agreement (other than the conversion of the Subscription Receipts into Unit Shares and Unit Warrants) having occurred prior to the Escrow Release Deadline;
(b) the Resulting Issuer Shares having been conditionally approved for listing on the TSXV;
(c) a title opinion in respect of the Cariboo Gold Project having been delivered to the Lead Underwriters;
(d) receipt by the Underwriters of an opinion of counsel of the Company that upon the conversion of the Subscription Receipts and completion of the RTO Transaction, the Resulting Issuer Amalgamation Shares issued to former holders of Subscription Receipts in exchange for Unit Shares issued to such holders on conversion on the Subscription Receipts will be freely tradeable on the TSXV and not subject to any statutory hold period under applicable Canadian Securities Laws; and
(e) the Company and the Lead Underwriters (on their own behalf and on behalf of the Underwriters) having delivered a release notice to the Subscription Receipt Agent confirming that the conditions set forth above have been satisfied or waived.

"Escrow Release Deadline" means 5:00 p.m. (Toronto time) on January 30, 2021;

"Escrowed Funds" means the gross proceeds of the Offering received from the Purchasers, together with all interest and other income earned thereon, which funds shall be held in escrow by the Subscription Receipt Agent;

"Escrowed Proceeds" has the meaning ascribed thereto on page 1 of this Agreement;

"Filing Statement" means the Filing Statement on TSXV Form 3D2 to be prepared by the Company and submitted to the TSXV in connection with the approval of the RTO Transaction and listing of the Resulting Issuer Shares;

"Governmental Entity" means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board or authority of any of the foregoing or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

"Government Official" has the meaning ascribed thereto in Section (oo) of Schedule F;

"Gross Proceeds" means the aggregate Subscription Price paid by the Purchasers on the Closing Date in connection with the Offering;

"Guerrero Properties" means the exploration properties generally known as the Guerrero Properties in Guerrero, Mexico;

"IFRS" means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

"including" means including without limitation;

"Indemnified Parties" has the meaning ascribed thereto in Section 13.1;

"Indemnitor" has the meaning ascribed thereto in Section 13.1;

"James Bay Properties" means the exploration properties generally known as the James Bay Properties in Québec, Canada;

"Lead Underwriters" has the meaning ascribed thereto on page 1 of this Agreement;

"Leased Premises" means the premises which are material to the Company and which the Company occupies as a tenant;

"Losses" has the meaning ascribed thereto in Section 13.1;

"material adverse effect" means any change, effect, event or occurrence, that is, or would be reasonably expected to be, materially adverse with respect to the condition (financial or otherwise), properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), business, prospects, operations or results of operations;

"Material Agreement" means any material contract, commitment, agreement (written or oral), joint venture instrument, lease or other document, including a licence agreement to which an entity or any of its subsidiaries is a party or by which any of their property or assets are bound;

"Material Contributed Property" means the Cariboo Gold Project and all of the mining leases, mining claims, option rights or other legal, beneficial or contractual interest, as applicable, together with any operating licences, permits, assets and other property, relating to the Cariboo Gold Project;

"Material Transferred Subsidiaries" means Barkerville Gold Mines Ltd., 0847423 BC Ltd., Bethlehem Resources (1996) Corporation and Williams Creek Gold Limited;

"misrepresentation", "material fact", "material change", "associate", and "distribution" have the respective meanings ascribed thereto in the Securities Act (Ontario);

"Money Laundering Laws" has the meaning ascribed thereto in Section (pp) of Schedule F;

"NEX" means the separate board of the TSXV for issuers with low levels of business activity that have fallen below TSXV listing requirements;

"News Release" means the news release of Osisko and Barolo dated October 28, 2020 with respect to the RTO Transaction;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;

"Offering" means the offering in the Selling Jurisdictions of the Subscription Receipts at the Subscription Price, to be issued and sold by the Company pursuant to the Subscription Agreements and this Agreement;

"Offered Securities" means the Subscription Receipts, the Units, the Unit Shares, the Unit Warrants, the Resulting Issuer Amalgamation Shares, the Resulting Issuer Warrants and the Resulting Issuer Warrant Shares;

"Option" has the meaning ascribed thereto on page 2 of this Agreement;

"Osisko" means Osisko Gold Royalties Ltd;

"Permit" means any licence, permit, approval, consent, certificates, registration or other authorization of or issued by any Governmental Entity;

"person" includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

"Pro Forma Financial Information" means the pro forma financial statements of the Resulting Issuer to be included in the Filing Statement;

"Purchaser" means a purchaser of Subscription Receipts in connection with the Offering;

"Qualified Institutional Buyer" means "Qualified Institutional Buyer" as such term is defined in Rule 144A;

"Resulting Issuer" means Barolo (to be renamed "Osisko Development Corp.") following the completion of the Amalgamation;

"Resulting Issuer Amalgamation Shares" means the Resulting Issuer Shares to be issued in exchange for Unit Shares pursuant to the Amalgamation Agreement;

"Resulting Issuer Shares" means common shares of the Resulting Issuer;

"Resulting Issuer Warrant" means a share purchase warrant of the Resulting Issuer to be issued in exchange for a Unit Warrant in accordance with the Amalgamation Agreement and the Warrant Indenture, entitling the holder to acquire a Resulting Issuer Warrant Share at a price of $10.00 for a period of 18 months from the effective date of the Amalgamation, subject to and in accordance with the terms of the Warrant Indenture;

"Resulting Issuer Warrant Share" means a Resulting Issuer Share to be issued upon the due exercise of a Resulting Issuer Warrant;

"Royalty and Stream Agreements" means those arrangements set out in Schedule E hereto;

"RTO News Release" means that news release disseminated by Osisko and Barolo on October 5, 2020 in respect of the RTO Transaction and the Offering;

"RTO Transaction" means the transactions whereby Osisko will transfer the Contributed Assets in exchange for Common Shares to Osisko Subco, following which Osisko Subco and Barolo Subco will be amalgamated in accordance with the Amalgamation Agreement, which will result in a reverse takeover of Barolo and Amalco Subco becoming a wholly-owned subsidiary of the Resulting Issuer;

"Rule 144A" means rule 144A as promulgated under the U.S. Securities Act;

"San Antonio Gold Project" means the property generally known as the "San Antonio Project" located in Sonora, Mexico, west of the Yaqui River and situated largely within the San Javier Mountain Range (Sierra de San Javier) which is part of the Western Sierra Madre;

"Securities Regulator" means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction and includes any stock exchange on which securities of Barolo or the Resulting Issuer are or will be listed for trading;

"Selling Jurisdictions" means, collectively, (i) all of the provinces of Canada; (ii) the United States; and (iii) such other jurisdictions outside of Canada and the United States as the Underwriters and the Company or Subco may agree;

"Subscription Agreement" means the agreement between the Company and a Substituted Purchaser pursuant to which the Substituted Purchaser subscribes for Subscription Receipts, and includes all schedules and exhibits attached thereto, in each case as they may be amended or supplemented from time to time;

"Subscription Price" means $7.50 per Subscription Receipt;

"Subscription Receipt Agent" has the meaning ascribed thereto on page 1 of this Agreement;

"Subscription Receipt Agreement" has the meaning ascribed thereto on page 1 of this Agreement;

"Subscription Receipts" means the subscription receipts of the Company to be issued pursuant to the Offering, with each such subscription receipt to be automatically converted, without any further action or additional consideration by the holder thereof, into one Unit upon satisfaction of the Escrow Release Conditions;

"subsidiary" has the meaning ascribed thereto in the BCBCA;

"Substituted Purchasers" has the meaning ascribed thereto on page 2 of this Agreement;

"Tax Act" means the Income Tax Act (Canada);

"Taxes" has the meaning ascribed thereto in Section (mm) of Schedule F;

"Termination Event" has the meaning ascribed thereto on page 2 of this Agreement;

"Termination Right" has the meaning ascribed thereto in Section 12.1;

"Transaction Documents" means this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Warrant Indenture and the Amalgamation Agreement;

"Transferred Subsidiaries" means, collectively 7778953 Canada Inc., 7778961 Canada Inc., Coulon Mines Inc., Sapuchi Minera Holdings Two B.V., Sapuchi Minera, S. de R.L. de C.V.; Barkerville Gold Mines Ltd., 0847423 BC Ltd., Bethlehem Resources (1996) Corporation, Williams Creek Gold Limited, 9852239 Canada Inc., General Partnership Osisko James Bay / Osisko Baie James S.E.N.C., Compania Minera Osisko (Peru) S.A.C., Compania Minera Osisko Mexico, S.A. de C.V., Minera El Patron, S.A. de C.V.;

"TSX" means the Toronto Stock Exchange;

"TSXV" means the TSX Venture Exchange;

"Underwriters" has the meaning ascribed thereto on page 1 of this Agreement;

"Underwriters' Expenses" has the meaning ascribed thereto in Section 14.1;

"Unit" means one unit of the Company consisting of one Unit Share and one-half of one Unit Warrant, subject to adjustment in certain circumstances in accordance with the terms of the Subscription Receipt Agreement;

"Unit Shares" means the Common Shares issuable upon the conversion of the Subscription Receipts;

"Unit Warrant" means a whole Warrant issuable upon the conversion of the Subscription Receipts;

"United States" means the United States of America, its territories and possession, any state of the United States, and the District of Columbia;

"U.S. Affiliates" has the meaning ascribed thereto in Section 2.2;

"U.S. Purchaser" means any Purchaser in the United States;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"Warrant" means a share purchase warrant, with each such whole share purchase warrant entitling the holder thereof to purchase one Warrant Share at a price of $10.00 for a period of 18 months from the effective date of the Amalgamation, subject to and in accordance with the terms of the Warrant Indenture;

"Warrant Agent" means TSX Trust Company, as warrant agent under the Warrant Indenture;

"Warrant Indenture" means the warrant indenture in respect of the Warrants, to be dated as of the Closing Date between the Company and the Warrant Agent, as such agreement may be amended from time to time; and

"Warrant Share" means a Common Share or, following the effective date of the Amalgamation, a Resulting Issuer Warrant Share.

1.2 Division and Headings: The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections,

subsections, paragraphs and other subdivisions of this Agreement.

1.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereto irrevocably accept and attorn to the exclusive jurisdiction of the courts of the Province of Ontario.
1.4 Currency: Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.
1.5 Knowledge: In this Agreement a reference to "knowledge" of Osisko and the Company means Sean Roosen and Sandeep Singh after reasonable inquiry and in the case of Barolo means Scott Ackerman after reasonable inquiry.
1.6 Schedules: The following are the schedules attached to this Agreement, which schedules are deemed to be a part of this Agreement and are hereby incorporated by reference herein:

Schedule A	-	Compliance with United States Securities Laws
Schedule B	-	President's List Purchasers
Schedule C	-	List of Mining Claims Comprising the Contributed Properties
Schedule D	-	List of Contributed Securities
Schedule E	-	Royalty and Stream Agreements
Schedule F	-	RepresentationsandWarranties of the Company
Schedule G	-	RepresentationsandWarranties of the Company and Osisko
Schedule H	-	Representationsand Warrantiesof Osisko
Schedule I	-	RepresentationsandWarranties of Barolo

2. The Offering

2.1 Upon the terms and subject to the conditions hereof, the Underwriters hereby agree to purchase from the Company, and the Company hereby agrees to issue and sell to the Underwriters, the Subscription Receipts in the Selling Jurisdictions on a "private placement" basis in compliance with all Applicable Securities Laws such that each of the offer and sale of the Subscription Receipts do not obligate the Company to file a prospectus, a registration statement or other offering document with any Securities Regulator under Applicable Securities Laws.
2.2 The Underwriters have the right to arrange for the Subscription Receipts to be purchased by Substituted Purchasers on the Closing Date, and subsequent to the Closing Date, to sell Subscription Receipts, as principal, to Substituted Purchasers, provided that the Underwriters shall, on Closing, purchase as principal that number of Subscription Receipts equal to the total number of Subscription Receipts under the Offering less the number of Subscription Receipts actually purchased by Substituted Purchasers on Closing.
2.3 The rights and obligations of the Underwriters under this Underwriting Agreement, including but not limited to the right and obligation to purchase Subscription Receipts and the entitlement to the Commission contemplated in Section 16, shall be several (as distinguished from joint or joint and several) rights and obligations for each Underwriter.

Nothing in this Underwriting Agreement is intended to create any relationship in the nature of a partnership or joint venture between the Underwriters.

2.4 The parties to this Agreement acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any applicable state of the United States. Accordingly, the Company and the Underwriters agree that any offers and sales to U.S. Purchasers shall be conducted only in the manner specified in Schedule A of this Agreement. All actions to be undertaken by the Underwriters in the United States in connection with the matters contemplated herein shall be undertaken through a duly registered U.S. broker-dealer Affiliate (the "U.S. Affiliates") or a U.S. registered brokerdealer that is a member of the selling group engaged in connection with such offer or sale.
2.5 The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Subscription Receipts so that the distribution of the Subscription Receipts may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum in the Selling Jurisdictions, and the Underwriters agree to assist the Company in all commercially reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company.
2.6 Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Subscription Receipts any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or advertising.

3. Representations, Warranties and Covenants of the Underwriters

3.1 Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to Osisko and the Company and acknowledges that Osisko and the Company are relying upon such representations and warranties, that:
- (a) Compliance with Applicable Securities Laws. In respect of the offer and sale of the Subscription Receipts, the Underwriter (or a U.S. Affiliate of the Underwriter) will conduct its activities in connection with the Offering in compliance with the Applicable Securities Laws and the provisions of this Agreement.
- (b) Duly Registered. The Underwriter and its U.S. Affiliate are duly registered pursuant to the provisions of the Applicable Securities Laws, and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or

where not so registered or licensed, the Underwriter will act only through members of a selling group who are so registered or licensed.

(c) General Solicitation or Advertising. The Underwriter and its Affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Securities in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Subscription Receipts whose attendees have been invited by any general solicitation or general advertising.
(d) No Prospectus or Registration Requirement. The Underwriter has not and will not solicit offers to purchase or sell the Subscription Receipts so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction.
(e) Liability on Default. No Underwriter shall be liable to Osisko, the Company or Barolo under this Section 3 with respect to any act, omission or default by any of the other Underwriters, or for any default resulting from Osisko's, the Company's or Barolo's failure to comply with Applicable Securities Laws.

4. Covenants

4.1 In this Section 4, references to Common Shares and the Offered Securities shall include any securities of the Resulting Issuer issued in lieu of, or in exchange for, such securities in connection with the RTO Transaction.
4.2 Each of Osisko, the Company and Barolo hereby severally covenants to the Underwriters, to the extent such covenant relates to Osisko, the Company or Barolo, as applicable, and acknowledges that each of them is relying on such covenants in connection with the issuance and sale of the Subscription Receipts, as follows:
- (a) Due Diligence Process. Each of Osisko, the Company and Barolo will, in connection with the Offering and the RTO Transaction, allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters may reasonably require to be conducted prior to the Closing Time and will make available their respective directors, senior management, technical advisors and legal counsel to answer the questions of the Underwriters in due diligence meetings to be conducted prior to the Closing Time.
- (b) Due Diligence Materials. Each of Osisko, the Company and Barolo has made available and provided to the Underwriters (and their counsel), and, on a timely basis, shall make available and provide to the Underwriters (and their counsel), all material agreements, arrangements and understandings in connection with the RTO Transaction and any of the other transactions contemplated in connection therewith and copies of all written reports produced by or on behalf of Osisko, the Company or Barolo in the course of its due diligence investigation of the business and affairs of the Company, Barolo, and the Contributed Assets.
- (c) Notification re: Definitive Agreement. The Company and Barolo shall

notify the Underwriters in writing of any changes to the Amalgamation Agreement and will obtain the Lead Underwriters consent prior to amending any of the conditions precedent in the Amalgamation Agreement.

(d) Absence of Material Adverse Effect. None of Osisko, the Company nor Barolo is aware, based on its due diligence to date of the Contributed Assets or the including financial, legal and technical due diligence, of any fact or circumstance which would be likely to have a material adverse effect on the Company, Barolo or on the Resulting Issuer.
(e) Closing Deliveries. Each of Osisko, the Company and Barolo will use commercially reasonable efforts to fulfill or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 10.1.
(f) Listing of Resulting Issuer Shares. Osisko, the Company and Barolo will use commercially reasonable efforts to obtain the necessary regulatory consents and approvals for the Offering, including the conditional approval of the TSXV for the listing and trading of the Resulting Issuer Shares prior to the completion of the RTO Transaction on such conditions as are acceptable to the Lead Underwriters, the Company and Barolo, acting reasonably.
(g) Use of Proceeds. The net proceeds of the Offering are expected to be used for (i) development costs of the Cariboo Gold Project; (ii) costs to restart production at the San Antonio Gold Project; and (iii) general working capital and corporate expenses.
(h) Creation and Issuance of Securities. The Company and, as applicable, the Resulting Issuer, will fulfill all legal requirements to permit the creation, issuance, offering and sale of the Subscription Receipts and the creation and issuance of the Unit Shares, Unit Warrants, Resulting Issuer Amalgamation Shares, Resulting Issuer Warrants and Resulting Issuer Warrant Shares all as contemplated in the Transaction Documents and file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Company or, as applicable, the Resulting Issuer, and take or cause to be taken all action required to be taken by the Company or, as applicable, the Resulting Issuer, in connection with the purchase and sale of the Subscription Receipts and the issuance of the Unit Shares, Unit Warrants, Resulting Issuer Amalgamation Shares, Resulting Issuer Warrants and Resulting Issuer Warrant Shares.
(i) Allotment and Reservation. The Company or the Resulting Issuer, as applicable, shall ensure that at all times sufficient Common Shares or Resulting Issuer Shares, as applicable, are allotted and reserved for issuance upon the conversion of the Subscription Receipts, upon the exchange of the Unit Shares, for Resulting Issuer Amalgamation Shares pursuant to the Amalgamation, or upon the due exercise of the Warrants.
(j) Maintain Reporting Issuer Status. For a period of two years following the effective date of the Amalgamation, the Resulting Issuer shall use its commercially reasonable efforts to remain a "reporting issuer" under Canadian Securities Laws, not in default of any material requirement of such Canadian Securities Laws, provided that this covenant shall not prevent the

Resulting Issuer from completing any transaction which would result in the Resulting Issuer ceasing to be a "reporting issuer", so long as the holders of Resulting Issuer Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Resulting Issuer Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Resulting Issuer Shares are then listed or quoted).

(k) Stock Exchange Listing. Osisko and the Resulting Issuer shall use their commercially reasonable efforts to cause the Resulting Issuer Shares to be listed on the TSXV or TSX and to not take any action for a period of two years after the effective date of the Amalgamation which would reasonably be expected to result in the delisting or suspension of the Resulting Issuer Shares on or from the TSXV or TSX or on or from any securities exchange, market or trading or quotation facility on which the Resulting Issuer Shares are then listed or quoted, provided that this covenant shall not prevent the Resulting Issuer from completing any transaction which would result in the Resulting Issuer graduating to the TSX or ceasing to be listed on the TSXV (or any securities exchange, market or trading or quotation facility on which the Resulting Issuer Shares are then listed or quoted) so long as the holders of Resulting Issuer Shares receive securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Resulting Issuer Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV (or any securities exchange, market or trading or quotation facility on which the Common Shares or Resulting Issuer Shares are then listed or quoted).
(l) Post-Closing Filings. Osisko will, or will cause the Company or the Resulting Issuer to, execute and file with the Canadian Securities Regulators, all forms, notices and certificates required to be filed by the Company (or the Resulting Issuer as the case may be) pursuant to Applicable Securities Laws in respect of the Offering, in the time required by the Applicable Securities Laws, including for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Underwriters pursuant to the closing conditions set forth in Section 10.1, as are required to be filed by the Company or the Resulting Issuer; provided, however, that the Underwriters provide Osisko, the Company or the Resulting Issuer, as the case may be, with all information and documentation required in respect of such post-closing forms, notices and filings.
(m) Standstill. The Company or the Resulting Issuer, as applicable, will not, for a period of 90 days following the effective date of the Amalgamation, other than with the prior written consent of the Lead Underwriters, such consent not to be unreasonably withheld, directly or indirectly issue, sell, offer, grant an option or right in respect of, or enter into any agreement or arrangement to acquire or transfer, in whole or in part, any of the economic consequences of, or otherwise dispose of (or agree or announce any intention to do so any Common Shares or Resulting Issuer Shares, or any securities convertible or exchangeable into Common Shares or Resulting Issuer Shares, other than: (i) pursuant to the Offering or the Amalgamation; (ii) the issuance of Common

Shares to Osisko in consideration for the transfer of the Contributed Assets to the Company; (iii) pursuant to the grant or exercise of stock options and other similar issuances pursuant to the option and incentive plans of the Resulting Issuer to be approved in connection with the RTO Transaction; (iv) in connection with bona fide asset or share acquisitions by the Company or the Resulting Issuer in the normal course of business; and (iv) issuances of Resulting Issuer Shares that will qualify as "flow-through shares".

(n) Lock-Up. Osisko shall cause the directors and officers of the Resulting Issuer that subscribe for Subscription Receipts to execute and deliver written undertakings in favour of the Underwriters agreeing not to sell, transfer, assign, pledge or otherwise dispose of any securities of Barolo or the Resulting Issuer owned, directly or indirectly, by such directors or officers, for a period of 6 months following the effective date of the Amalgamation, subject to the release of the securities as to (A) 1/3 on the date that is 2 months following the following the effective date of the Amalgamation; (B) an additional 1/3rd on the date that is 4 months following the following the effective date of the Amalgamation; and (C) the remaining 1/3 on that date which is 6 months following the effective date of the Amalgamation, without the prior consent of the Lead Underwriters (on behalf of the Underwriters) such consent not to be unreasonably withheld.
(o) Osisko Escrow*.* To the extent that Osisko is not subject to the TSXV's Tier 2 (Value) or Tier 2 (Surplus) escrow arrangements upon the closing of the RTO Transaction, then Osisko undertakes in favour of the Underwriters not to sell, transfer or otherwise dispose of more than 10% of the Resulting Issuer Shares that it will acquire under the RTO Transaction for a period of six (6) months following the closing date of the RTO Transaction.
(p) Disclosure Documents. All information and statements included in the Disclosure Documents contains or will contain, as applicable, no misrepresentation and constitute, or will constitute, as applicable, full, true and plain disclosure of all material facts relating to the Company, Barolo, the Resulting Issuer, the Offering and the RTO Transaction, as required by Canadian Securities Laws.
(q) Full Particulars. During the period from the date hereof until the Unit Shares and Unit Warrants have been exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, as applicable, each of Osisko, the Company and Barolo will, as applicable, promptly inform the Underwriters in writing of the full particulars of:
- (i) any material change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise), prospects, capital or ownership of the Company, Barolo or, to the knowledge of the Company or Barolo, the Contributed Assets, as the case may be;
- (ii) any change in any material fact disclosed in the Barolo Public Record or the Disclosure Documents, as the case may be; and
- (iii) any material fact in respect of the Company, Barolo or, to the knowledge

of the Company, Barolo or Osisko, the Contributed Assets, that had not been previously disclosed to the Underwriters.

Each of Osisko, the Company and Barolo shall, as applicable, promptly, and in any event, within any applicable time limitation, comply, to the satisfaction of the Lead Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change. Each of Osisko, the Company and Barolo shall in good faith discuss with the Lead Underwriters any fact or change in circumstances (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 4.2(q).

(r) Press Releases. During the period from the date hereof until the Unit Shares and Unit Warrants have been exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, as applicable, each of Osisko, the Company and Barolo will provide to the Lead Underwriters drafts of any press releases of Osisko (if it relates to or includes information in respect of the Contributed Assets or the RTO Transaction), the Company, Barolo or the Resulting Issuer relating to the Offering or the RTO Transaction for the reasonable review by the Lead Underwriters and their counsel prior to issuance and will not publish such press releases (unless otherwise required by Applicable Securities Laws) except with the prior approval of the Lead Underwriters, which approval will not be unreasonably withheld or delayed. In addition, if required by Applicable Securities Laws, any press release announcing or otherwise referring to the Offering shall comply with the requirements of the U.S. Securities Act and shall include an appropriate notation as follows: "Not for distribution to U.S. news wire services or dissemination in the United States.".
(s) Orders, Rulings, etc. Each of Osisko, the Company and Barolo will, during the period commencing on the date hereof until the Unit Shares and Unit Warrants have been exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, as applicable, advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:
- (i) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company or Barolo that has been issued by any Securities Regulator or of any proceedings that have been instituted, threatened or contemplated, for any such purposes; or
- (ii) any request of any Securities Regulator for any information, or the receipt by the Company, Barolo or Osisko of any communication from any Securities Regulator or any other competent authority relating to the Company, Barolo or Osisko or which may be relevant to the distribution of the Subscription Receipts, conversion thereof, or the completion of the RTO Transaction,

and will use their commercially reasonable efforts to prevent the issuance of any order referred to in (i) above, or, if any such order is issued, to obtain the withdrawal thereof as quickly as possible.

(t) Notice of Breach. During the period from the date of this Agreement until the Unit Shares and Unit Warrants have been exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, as applicable, each of Osisko, the Company and Barolo shall promptly inform the Underwriters (and if requested by the Underwriters, confirm such notification in writing) of the full particulars of any breach or potential breach of any of the representations and warranties in this Section 4 of the Agreement.

5. Representations and Warranties of the Company

The Company hereby represents and warrants to the Underwriters as set forth in Schedule F hereto.

6. Representations and Warranties of the Company and Osisko

The Company and Osisko hereby represent and warrant to the Underwriters as set forth in Schedule G hereto.

7. Representations and Warranties of Osisko

Osisko hereby represents and warrants to the Underwriters as set forth in Schedule H hereto.

8. Representations and Warranties of Barolo

Barolo hereby represents and warrants to the Underwriters and each Substituted Purchaser as set forth in Schedule I hereto.

9. Representations and Warranties and Additional Covenants with respect to the Amalgamation Agreement

9.1 Each of the Company and Barolo hereby:
- (a) makes the representations and warranties made by it in the Amalgamation Agreement to the Underwriters and the Substituted Purchasers, subject to any qualification set out therein, and acknowledges that the Underwriters are relying on same in entering into this Agreement. Such representations and warranties shall survive the Closing and notwithstanding such Closing or any investigation made by or on behalf of the Underwriters or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Underwriters and the Purchasers for the greater of: (i) the same period that the Company has the benefit of such representations and warranties under the Amalgamation Agreement; and (ii) two years from the date on which the Escrow Release Conditions have been satisfied;
- (b) confirms that:
  - (i) the representations and warranties made by it in the Amalgamation Agreement, a true copy of which has been provided to the Underwriters, are true and correct in all material respects, subject to the qualifications set out therein;
  - (ii) to its knowledge, there has been no (A) actual or alleged breach or default by any party of any provisions of the Amalgamation Agreement and no event, condition, or occurrence exists which after the notice or

(iii) to its knowledge, no event has occurred or condition exists which will prevent the Escrow Release Conditions from being satisfied prior to the Escrow Release Deadline.

10. Conditions to Purchase Obligation

10.1 The following are conditions of the Underwriters' obligations and Substituted Purchasers' obligations to complete the purchase of the Subscription Receipts from the Company as contemplated hereby, which conditions shall have been fulfilled by the Company on or prior to the Closing Time, other than as may be waived in writing in whole or in part by the Underwriters:
- (a) the board of directors of Osisko, the Company and Barolo, as applicable, will have authorized and approved this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Warrant Indenture and the Amalgamation Agreement and the sale and issuance of the Subscription Receipts and all matters relating to the foregoing;
- (b) the Underwriters shall have received certificates dated the Closing Date from each of Osisko, the Company and Barolo, signed by their respective Chief Executive Officer's or such other senior officers of the applicable entity as may be acceptable to the Underwriters, acting reasonably, addressed to the Underwriters and their counsel, with respect to (i) the constating documents of each respective entity, (ii) all resolutions of each entity's board of directors and the relating to the Offering, this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Warrant Indenture and the Amalgamation Agreement and the transactions contemplated hereby and thereby, and (iii) the incumbency and specimen signatures of signing officers of each entity, in the form of a certificate of incumbency and such further certificates and other documentation as may be contemplated in this Agreement or as the Underwriters or their counsel may reasonably require;
- (c) the Underwriters shall have received a certificate of the Company signed on behalf of the Company, but without personal liability, by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Company as may be acceptable to the Underwriters, acting reasonably, addressed to the Underwriters and their counsel and dated the Closing Date, in form and content satisfactory to the Underwriters, acting reasonably, certifying that:
  - (i) no order, ruling or determination having the effect of suspending the sale of the Subscription Receipts or any securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

rise to any of the foregoing exists; and

(ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company since the incorporation of the Company to the date of this Agreement;
(iii) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made by the Company as at the Closing Time; and
(iv) the Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied, other than conditions which have been waived by the Underwriters, at or prior to the Closing Time;
(d) the Underwriters shall have received a certificate of Barolo, signed on behalf of Barolo, but without personal liability, by its Chief Executive Officer and Chief Financial Officer or such other senior officers of Barolo as may be acceptable to the Underwriters, acting reasonably, addressed to the Underwriters and their counsel and dated the Closing Date, in form and content satisfactory to the Underwriters, acting reasonably, certifying that:
- (i) no order, ruling or determination having the effect of suspending the sale of any securities of Barolo has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
- (ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Barolo since the date of this Agreement other than as publicly disclosed in the Barolo Public Record;
- (iii) the representations and warranties of Barolo contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made by Barolo as at the Closing Time; and
- (iv) Barolo has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied, other than conditions which have been waived by the Underwriters, at or prior to the Closing Time;
(e) the Underwriters shall have received a certificate of Osisko, signed on behalf of Osisko, but without personal liability, by its Chief Executive Officer and its Chief Financial Officer or such other senior officers of Osisko as may be acceptable to the Underwriters, acting reasonably, addressed to the Underwriters and their counsel and dated the Closing Date, in form and content satisfactory to the Underwriters, acting reasonably, certifying that:
- (i) no order, ruling or determination having the effect of suspending the sale of the Subscription Receipts or the transfer of the Contributed Assets to

the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

(ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) relating to the Contributed Assets and the RTO Transaction other than as publicly disclosed in the Disclosure Documents;
(iii) the representations and warranties of Osisko contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made by Osisko as at the Closing Time; and
(iv) Osisko has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied, other than conditions which have been waived by the Underwriters, at or prior to the Closing Time;
(f) the Underwriters shall have received favourable legal opinions addressed to the Underwriters and the Substituted Purchasers, in form and substance satisfactory to the Underwriters' counsel, dated the Closing Date, from Bennett Jones LLP, counsel to the Company, and where appropriate, local counsel to the Company in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Company, with respect to the following matters:
- (i) as to the incorporation and subsistence of the Company under the laws of the Province of British Columbia and as to the Company having the requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets;
- (ii) as to the authorized capital of the Company;
- (iii) as to the corporate power and authority of the Company to execute, deliver and perform its obligations under the Transaction Documents and to create, issue and sell, as applicable, the Subscription Receipts, the Unit Shares, the Unit Warrants and any Common Shares comprising the Warrant Shares;
- (iv) as to each of the Transaction Documents having been duly authorized, executed and delivered by the Company and constituting a valid and legally binding obligation of the Company enforceable against it in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law;
- (v) that the sale or issuance, as applicable, of the Subscription Receipts, the Unit Shares and Unit Warrants do not and will not result in a breach of or

default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of the Company, any resolutions of the shareholders or directors (including committees of the board of directors) of the Company or any law of general corporate application;

(vi) as to the Subscription Receipts having been duly and validly created and issued by the Company;
(vii) as to the Unit Shares having been authorized and allotted for issuance and, upon the conversion of the Subscription Receipts in accordance with the provisions of the Subscription Receipt Agreement, that the Unit Shares will be validly issued as fully paid and non-assessable Common Shares;
(viii) as to the Unit Warrants having been authorized and allotted for issuance and, upon the conversion of the Subscription Receipts in accordance with the provisions of the Subscription Receipt Agreement, that the Unit Warrants will be validly issued;
(ix) as to the issuance and sale by the Company of the Subscription Receipts to the purchasers thereof in accordance with the terms of this Agreement being exempt from the prospectus requirements of Applicable Securities Laws in the Selling Jurisdictions and that no documents will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and sale; it being noted, however, that the Company will be required to file or cause to be filed with the applicable Canadian Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee within 10 days following the Closing Date;
(x) as to the issuance and delivery by the Company of the Unit Shares and Unit Warrants upon the automatic conversion of the Subscription Receipts being exempt from the prospectus and registration requirements of Applicable Securities Laws in the Selling Jurisdictions and that no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws (other than such documents, proceedings, approvals, permits, consents or authorizations as have been filed, made, taken or obtained) to permit such issuance and delivery;
(xi) as to the issuance of the Resulting Issuer Amalgamation Shares and the Resulting Issuer Warrants to former holders of Unit Shares and Unit Warrants in accordance with the terms of the Amalgamation Agreement being exempt from the prospectus requirements of Applicable Securities Laws and that no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Applicable Securities Laws (other than such documents, proceedings, approvals, permits, consents or authorizations as have been filed, made, taken or obtained) to permit such issuance; and
(xii) as to the issuance of the Resulting Issuer Warrant Shares upon exercise of the Resulting Issuer Warrants being exempt from the prospectus requirements of Applicable Securities Laws and that no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Applicable Securities Laws (other than such documents, proceedings, approvals, permits, consents or authorizations as have been filed, made, taken or obtained) to permit such issuance;
(g) the Underwriters shall have received favourable legal opinions addressed to the Underwriters and the Substituted Purchasers, in form and substance satisfactory to the Underwriters' counsel, dated the Closing Date, from Cassels Brock & Blackwell LLP, counsel to Barolo, and where appropriate, local counsel to Barolo in the other Selling Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of Barolo, with respect to the following matters:
- (i) as to the incorporation and subsistence of Barolo under the laws of the Province of British Columbia and as to Barolo having the requisite corporate power and capacity to carry on business and to own, lease and operate properties and assets;
- (ii) as to the authorized capital of Barolo;
- (iii) as to the corporate power and authority of Barolo to execute, deliver and perform its obligations under the Transaction Documents and to create and issue the Resulting Issuer Amalgamation Shares, the Resulting Issuer Warrants and the Resulting Issuer Warrant Shares;
- (iv) as to each of the Transaction Documents having been duly authorized, executed and delivered by Barolo and constituting a valid and legally binding obligation of Barolo enforceable against it in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law;
- (v) that the issuance of the Resulting Issuer Amalgamation Shares, Resulting Issuer Warrants and the Resulting Issuer Warrant Shares do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the constating documents of Barolo, any resolutions of the shareholders or directors (including committees of the board of directors) of Barolo or any applicable laws;
- (vi) as to the Resulting Issuer Amalgamation Shares having been authorized and allotted for issuance and, upon the exchange of the Unit Shares for Resulting Issuer Amalgamation Shares in accordance with the provisions of the Amalgamation Agreement, that the Resulting Issuer

Amalgamation Shares will be validly issued as fully paid and nonassessable common shares of the Resulting Issuer;

(vii) as to the Resulting Issuer Warrant Shares having been authorized and allotted for issuance and, upon the exercise of the Resulting Issuer Warrants, that the Resulting Issuer Warrant Shares will be validly issued as fully paid and non-assessable common shares of the Resulting Issuer;
(viii) as to the Resulting Issuer Warrants having been authorized for issuance and, upon the exchange of the Unit Warrants for Resulting Issuer Warrants in accordance with the provisions of the Amalgamation Agreement and the Warrant Indenture, that the Resulting Issuer Warrants will be validly issued; and
(ix) as to there being no documents that will be required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws in connection with the first trade of the Resulting Issuer Amalgamation Shares, Resulting Issuer Warrants and Resulting Issuer Warrant Shares by the holders thereof;
(h) if any Subscription Receipts are sold to U.S. Purchasers pursuant to this Agreement, the Underwriters shall have received a favourable legal opinion to be delivered by Paul, Weiss, Rifkind, Wharton & Garrison LLP, United States counsel to the Company, in form and substance satisfactory to the Underwriters, acting reasonably and subject to the usual and customary assumptions, limitations and qualifications, to the effect that it is not necessary in connection with the offer, sale and delivery of the Subscription Receipts to the Underwriters under this Underwriting Agreement, the initial resale of the Subscription Receipts by the Underwriters in accordance with the provisions of this Underwriting Agreement or the automatic exchange of the Subscription Receipts for Units in accordance with the provisions of the Subscription Receipt Agreement, to register the Subscription Receipts, the Units, the Unit Shares or Unit Warrants under the U.S. Securities Act, it being understood that no opinion will be expressed as to any subsequent reoffer or resale of the Subscription Receipts, the Units, the Unit Shares or Unit Warrants or the issuance or any subsequent reoffer or resale of the Common Shares issuable upon exercise of the Unit Warrants;
(i) the Lead Underwriters shall have received a written undertaking from the Company and Osisko that a title opinion addressed to the Underwriters in respect of the Cariboo Gold Project will be delivered in connection with the release of Escrowed Funds, in form and substance satisfactory to the Underwriters' counsel;
(j) the Underwriters shall have received a certificate as to the issued and outstanding Barolo Shares from Computershare Trust Company of Canada, as transfer agent for the Barolo Shares;
(k) this Agreement, the Subscription Agreements, the Subscription Receipt Agreement, the Warrant Indenture and the Amalgamation Agreement shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Underwriters and their counsel acting reasonably;
(l) the Company having delivered to the Underwriters, executed lock-up agreements as contemplated by Section 4.2(n);
(m) the Underwriters shall have received, at the Closing Time, certificates of status and/or compliance (or the equivalent), for Osisko, Barolo, the Company and each of the Material Transferred Subsidiaries, dated no earlier than two (2) Business Days prior to the Closing Date;
(n) the Underwriters shall not have exercised any rights of termination set forth in Section 12;
(o) Barolo shall not be the subject of a cease trading order made by any Canadian Securities Regulator or other competent authority which has not been rescinded;
(p) the representations and warranties of the Company, Osisko and Barolo contained herein, and in any certificates of the Company, Osisko and Barolo delivered pursuant to or in connection with this Underwriting Agreement, being true and correct in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct, in all material respects (or, as regards specific representations and warranties if qualified by materiality, in all respects), as of such date, and the Company, Osisko and Barolo having complied in all material respects with all covenants of this Underwriting Agreement to be complied with by the Company, Osisko and Barolo at or prior to the Closing Time; and
(q) the Underwriters shall have received at the Closing Time such further certificates and other closing documentation from the Company as may be contemplated herein or as the Underwriters may reasonably require, provided, however, that the Underwriters shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Company to obtain and deliver such certificate or document.

11. Closing

11.1 The Offering will be completed at the offices of the Company's counsel in the City of Toronto, Ontario at the Closing Time or such other place, date or time as may be mutually agreed to; provided that if the Company has not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other date and time as may be mutually agreed to or such covenant or condition has not been waived by the Underwriters, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for in this Agreement.
11.2 At the Closing Time:
- (a) the Company shall deliver to the Underwriters, in the City of Toronto, the Subscription Receipts in physically certificated form or in electronic form, as

directed by the Underwriters, with such Subscription Receipts being registered as directed by the Underwriters; and

(b) the Underwriters shall deliver to the Subscription Receipt Agent the gross proceeds of the Offering;

it being understood that any expenses of the Underwriters incurred in connection with the Offering for which the Company is responsible pursuant to this Agreement shall be paid by Osisko or the Company forthwith upon invoices being provided therefor.

12. Rights of Termination

12.1 Rights of Termination. The Underwriters (or any one of them) and the Substituted Purchasers (or any one of them) shall be entitled to terminate and cancel their (or its) obligations hereunder by written notice to that effect given to the Company on or before Closing if at any time prior to the Closing (the "Termination Rights"):
- (a) Material Change. There shall have occurred any material change or change in any material fact, or there shall be discovered any previously undisclosed material change or material fact (i) in relation to Barolo which was required to be disclosed in Barolo's public disclosure record on SEDAR or (ii) in respect of the Contributed Assets, which would be expected to have a significant adverse effect on the market price or value of the Resulting Issuer Shares following the closing of the RTO Transaction;
- (b) Disaster. If there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence, any acts of terrorism or hostilities or other calamity, any escalation in the severity of the COVID-19 pandemic or any law or regulation which, in the opinion of the Underwriters, acting reasonably, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Company or the Contributed Assets (taken as a whole);
- (c) Proceedings. (A) Any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or credibly threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSXV or any securities regulatory authority (other than any such inquiry, action, suit, investigation or other proceeding or order relating solely to any Underwriter) involving Osisko or any of its officers or directors, (B) any law or regulation is enacted or proposed or changed that, in the opinion of the Underwriters, acting reasonably, operates to prevent or restrict the trading of the Resulting Issuer Shares or materially and adversely affects or will materially and adversely affect the market price or value of the Resulting Issuer Shares, or (C) there is announced or enacted any change or proposed change in applicable laws of Canada and such change, in the opinion of the Underwriters, could reasonably be expected to have a material adverse effect on (i) the Contributed Assets, or the (ii) market price or value of the Common Shares (and following the completion of the Amalgamation, the Resulting Issuer Shares); or
- (d) Breach. Osisko, the Company or Barolo is in material breach of any material

term, condition or covenant of this Agreement or any representation or warranty given by Osisko in this Agreement is or becomes false in any material respect.

12.2 Exercise of Termination Rights. The Termination Rights contained in this Section 12 may be exercised by any of the Underwriters and are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or noncompliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event the Termination Rights are exercised by an Underwriter, there shall be no further liability on the part of that Underwriter to the Company or on the part of the Company to that Underwriter except in respect of any liability which may have arisen or may arise after such exercise of the Termination Right in respect of acts or omissions prior to such termination or under Sections 13 and 14.1 of this Agreement.

13. Indemnity

13.1 The Company (which shall become the obligation of the Resulting Issuer on closing of the RTO Transaction) and Osisko (each, an "Indemnitor") hereby agree to indemnify and hold the Underwriters and the directors, officers, employees, agents and shareholders of the Underwriters (collectively, the "Indemnified Parties" and each, an "Indemnified Party") harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities (collectively, "Losses"), whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against any Indemnified Party (collectively, the "Claims"), to which the any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such Claims arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Indemnified Party hereunder or otherwise in connection with the Offering, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
- (a) the Indemnified Party has been negligent or dishonest, engaged in willful misconduct or have committed any fraudulent act in the course of such performance; and
- (b) the Claims as to which indemnification is claimed, were directly caused by the negligence, dishonesty or fraud referred to in (b).
13.2 If for any reason (other than the occurrence of any of the events itemized in (a) or (b) of Section 13.1), the foregoing indemnification is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, the Indemnitor shall contribute to the amount paid or payable by such Indemnified Parties as a result of such Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor and the Indemnified Party, as well as any relevant equitable considerations, provided that the Indemnitor shall, in any event, contribute to the amount paid or payable by the Indemnified Party as a result of such Losses, any excess of such amount over the amount of the fees received by the Indemnified Party, if any, under this Agreement.
13.3 The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or an Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or the Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Indemnified Party, the Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its directors, officers, employees, agents and shareholders) and out-of-pocket expenses incurred at competitive rates by such directors, officers, employees, agents and shareholders in connection therewith shall be paid by the Indemnitor as they occur, provided that in no circumstances will the Indemnitor be required to pay the fees and expenses of more than one legal counsel for all of the Indemnified Parties, unless:
- (a) the Indemnitor and the Indemnified Parties have mutually agreed to the retention of more than one legal counsel for the Indemnified Parties; or
- (b) the Indemnified Parties have or any of them has been advised in writing by legal counsel that representation of all of the Indemnified Parties by the same legal counsel would be inappropriate due to actual or potential differing interests between them.
13.4 Promptly after receipt of notice of the commencement of any legal proceeding against the Indemnified Parties or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Indemnified Parties will notify the Indemnitor in writing of the commencement thereof. Failure to so notify the Indemnitor shall not relieve the Indemnitor from liability except and only to the extent that the failure materially prejudices the Indemnitor. Throughout the course of such proceeding or investigation, the Indemnified Parties will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed.
13.5 The Indemnitor shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim, provided such defence is conducted by counsel of good standing acceptable to the Underwriters. Upon the Indemnitor notifying the Underwriters in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is not assumed by the Indemnitor, the Indemnified Parties, throughout the course thereof, shall provide copies of all relevant documentation to the Indemnitor, shall keep the Indemnitor advised of the progress thereof and shall discuss with the Indemnitor all significant actions proposed. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed.
13.6 Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor's expense, to separately retain counsel of such Indemnified Party's choice, in respect of the defence of any Claim if: (i) the employment of such counsel has been

authorized by the Indemnitor; or (ii) the Indemnitor has not assumed the defence and employed counsel therefor promptly after receiving notice of such Claim; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth herein (in any of which events the Indemnitor shall not have the right to assume or direct the defence on such Indemnified Party's behalf), provided that the Indemnitor shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.

13.7 No admission of liability and no settlement of any Claim shall be made by the Indemnitor or the Indemnified Party without the prior written consent of the other such party affected.
13.8 The Indemnitor hereby acknowledges that the Underwriters act as trustee for the other Indemnified Parties of the Indemnitor's covenants under the indemnity described in this Section 13 and the Underwriters agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.
13.9 The indemnity and contribution obligations of the Indemnitor under this Section 13 shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor and any Indemnified Party. The foregoing provisions shall survive any termination of this Agreement or the completion of professional services rendered under this Agreement.

14. Expenses

14.1 The Company will pay all reasonable expenses and fees in connection with the Offering, including, without limitation (i) all expenses of or incidental to the creation, issue, sale, and distribution of the Offered Securities; (ii) all costs incurred in connection with the preparation of documentation relating to the Offering; (iii) the reasonable fees and expenses of the Underwriters' legal counsel, subject to a maximum of $150,000 (not inclusive of taxes and disbursements, which shall be paid in addition to such maximum amount); and (iv) all reasonable out-of-pocket expenses (plus applicable taxes) of the Underwriters, in each case incurred by Underwriters or on their behalf (collectively, the "Underwriters' Expenses").
14.2 Underwriters' Expenses shall be payable whether or not the Offering is completed or the Escrow Release Conditions are satisfied.

15. Advertisements

15.1 Each of the Company acknowledge that the Underwriters shall have the right, at their own expense, to place such advertisement or advertisements relating to the sale of the Subscription Receipts contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law, including Applicable Securities Laws. The Company and the Underwriters each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus or registration requirements of Applicable Securities Laws in any of the provinces of Canada or any other jurisdiction in which the Subscription Receipts shall be offered and sold not being available.

16. Underwriters' Consideration

16.1 In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall pay to the Underwriters a cash fee (the "Commission"), equal to 5.0% of the aggregate Gross Proceeds (except in respect of sales to certain purchasers set forth in Schedule B hereto, for which the Underwriters shall receive a cash fee from the Company equal to 2.0%).
16.2 The Commission will be paid to the Underwriters upon satisfaction of the Escrow Release Conditions, in accordance with the terms of the Subscription Receipt Agreement and will be paid (together with any interest accrued and actually earned thereon), as applicable, in accordance with the terms of such agreement. The obligation of the Company to pay the Commission shall arise upon the satisfaction of the Escrow Release Conditions and shall be netted out of the Escrowed Funds and released to the Underwriters, or as the Lead Underwriters may otherwise direct, by the Subscription Receipt Agent.

17. Underwriters' Business

17.1 The Company acknowledges that the Underwriters may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of their trading, brokerage, investment and asset management and financial activities, the Underwriters and their Affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of the Company or any other company that may be involved in any transaction with the Company. Each Underwriter and its Affiliates may also provide a broad range of normal course financial products and services to its customers (including, but not limited to banking, credit derivative, hedging and foreign exchange products and services), including companies that may be involved in any transaction with the Company.
17.2 The Company acknowledges and agrees that (i) the purchase and sale of the Subscription Receipts pursuant to this Agreement, including the determination of the Subscription Price of the Subscription Receipts and any related discounts and commissions, is an arm's length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand; (ii) in connection with the Offering contemplated hereby and the process leading to such transaction, the Underwriters are and have been acting solely as principals and are not the agents or fiduciaries of the Company or its shareholders, creditors, employees or any other party; (iii) the Underwriters have not assumed and will not assume an advisory or fiduciary responsibility in favour of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters) and the Underwriters do not have any obligations to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from

those of the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate

18. Underwriters' Authority and Syndication

18.1 Obligations of the Underwriters to be Several. The sale of the Subscription Receipts in connection with the Offering shall be as to the following percentages:

Underwriter	Syndicate Position
Canaccord Genuity Corp.	20.0%
National Bank Financial Inc.	20.0%
BMO Nesbitt Burns Inc.	6.25%
Eight Capital	6.25%
CIBC World Markets Inc.	5.00%
Credit Suisse Securities (Canada), Inc.	5.00%
Desjardins Securities Inc.	5.00%
RBC Dominion Securities Inc.	5.00%
Scotia Capital Inc.	5.00%
Cormark Securities Inc.	2.50%
Haywood Securities Inc.	2.50%
Industrial Alliance Securities Inc.	2.50%
Paradigm Capital Inc.	2.50%
PI Financial Corp	2.50%
Raymond James Ltd.	2.50%
Sprott Capital Partners LP	2.50%
TD Securities Inc.	2.50%
Clarus SecuritiesInc.	1.25%
Echelon Wealth PartnersInc.	1.25%

If one of the Underwriters shall not complete the purchase and sale of its applicable percentage of the aggregate amount of the Subscription Receipts at the Closing Time for any reason whatsoever, the other Underwriters shall have the right, but shall not be obligated, to purchase the Subscription Receipts which would otherwise have been purchased by the Underwriter which fails to purchase. If, with respect to the Subscription Receipts, the non-defaulting Underwriters elect not to exercise such rights to assume the entire obligations of the defaulting Underwriter, then the Company and Osisko shall have the right to terminate its obligations hereunder without liability except in respect of its indemnity and expense obligations in respect of the non-defaulting Underwriters. Nothing in this Section 18 shall oblige the Company to sell to the Underwriters less than all of the Subscription Receipts or shall relieve an Underwriter in default hereunder from liability to Osisko, the Company or Barolo.

18.2 Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Agreement, with the exception of the matters relating to Termination Rights contemplated by Section 12 or matters relating to indemnity and contribution contemplated by Section 13, may be taken by the Lead Underwriters on behalf of themselves and the Underwriters and the execution and delivery of this Agreement by the Company and the Underwriters shall constitute the Company's authority for accepting any notice, request, direction, certificate, consent or other communication from the Lead Underwriters and for delivering the Offered Securities by electronic deposits or otherwise to, or to the order of, the Lead Underwriters. The Lead Underwriters agree to consult with the other Underwriters with respect to all material matters. The rights and obligations of the Underwriters under this Agreement shall be several and not joint nor joint and several.

19. Survival of Warranties, Representations, Covenants and Agreements

19.1 All representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Underwriters or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Underwriters and the Purchasers, as applicable for a period of three years following the Closing Date. For greater certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Underwriters by the Company or the contribution obligations of the Underwriters or those of the Company shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by law.

20. General Contract Provisions

20.1 Notices. Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by facsimile transmission or email, as follows:

if to Osisko or the Company:

1100 Avenues des Canadiens-de-Montréal, Suite 300 Montréal, Québec H3B 2S2

Attention:	André Le Bel
FacsimileNumber:	(514) 940-0669
email:	[email protected]

in each case with a copy (not to constitute notice to Osisko or the Company) to:

Bennett Jones LLP 3400 One First Canadian Place, P.O. Box 130 Toronto, Ontario M5X 1A4

Attention:	Sander Grieve
Facsimile Number:	(416) 863-1716
email:	[email protected]

if to Barolo:

1600 – 609 Granville Street Vancouver, British Columbia V7Y 1C3

Attention:	Scott Ackerman
Facsimile Number:	(778) 508-9923

email: [email protected]

in each case with a copy (not to constitute notice to Barolo) to:

Cassels Brock & Blackwell LLP Suite 2200, HSBC Building 885 West Georgia Street Vancouver, British Columbia V6C 3E8

Attention:	Jeff Durno
Facsimile Number:	(604) 691-6120
email:	[email protected]

if to the Underwriters:

Canaccord Genuity Corp. 161 Bay Street, Suite 3100 P.O. Box 516 Toronto, Ontario M5J 2S1

Attention: ECM Facsimile Number: (416) 869-3876 email: [email protected]

National Bank Financial Inc. 130 King Street West, 4th Floor Podium Toronto, Ontario M5X 1J9

Attention:	ECM
Facsimile Number:	(416) 869-1010
email:	[email protected]

in each case with a copy (not to constitute notice to the Underwriters) to:

Stikeman Elliott LLP 5300 Commerce Court West, 199 Bay Street Toronto, Ontario M5L 1B9

Attention:	Tim McCormick
Facsimile Number:	(416) 947-0866
email:	[email protected]

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being electronically transmitted and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or facsimile number.

20.2 Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

20.3 Relationship with the TMX Group Limited. Certain of the Underwriters, including National Bank Financial Inc., CIBC World Markets Inc. and Credit Suisse Securities (Canada), Inc., or affiliates thereof, own or control an equity interest in TMX Group Limited ("TMX Group"). In addition, certain of the Underwriters, or affiliates thereof, have nominee directors serving on the TMX Group's board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSXV. No Person is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service. National Bank Financial Inc., CIBC World Markets Inc. and Credit Suisse Securities (Canada), Inc. do not require the Company to list securities on any exchange owned by TMX Group, including the TSXV, as a condition of supplying or continuing to supply underwriting and/or other services.
20.4 Entire Agreement. This Agreement, the other documents referred to herein and the Engagement Letter constitute the entire agreement between the Underwriters and the Company relating to the subject matter of this Agreement.
20.5 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.
20.6 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreement this Agreement shall not be assignable by any party without the written consent of the others.
20.7 Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.
20.8 Time of the Essence. Time shall be of the essence for all provisions of this Agreement.
20.9 Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.
20.10 Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.
20.11 Counterparts and Facsimile. This Agreement may be executed and delivered by original facsimile or other electronic transmission in one or more counterparts which, together, shall constitute an original copy of this Agreement as of the date first noted above.

[Remainder of this page left intentionally left blank. Signature pages follow.]

If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below.

Yours very truly,

CANACCORD GENUITY CORP.

Per: (signed) Tom Jakubowski Name: Tom Jakubowski Title: Managing Director, Global Head of Mining, Investment Banking

NATIONAL BANK FINANCIAL INC.

Per: (signed) Jason Ellefson Name: Jason Ellefson Title: Managing Director & Head, Global Mining & Metals

BMO NESBITT BURNS INC.

Per: (signed) Ilan Bahar Name: Ilan Bahar Title: MD & Co-Head, Global Metals & Mining I&CB

EIGHT CAPITAL

Per: (signed) John Sutherland

Name: John Sutherland Title: Principal, Managing Director, Investment Banking

CIBC WORLD MARKETS INC.

Per: (signed) Chris Gratias

Name: Chris Gratias Title: Managing Director

CREDIT SUISSE SECURITIES (CANADA) INC.

Per: (signed) Matthew Hind Name: Matthew Hind Title: Managing Director

DESJARDINS SECURITIES INC.

Per: (signed) Bruno Kaiser

Name: Bruno Kaiser Title: Managing Director, Head of Metals and Mining Investment Banking

RBC DOMINION SECURITIES INC.

Per: (signed) Lance Rishor Name: Lance Rishor Title: Managing Director

SCOTIA CAPITAL INC.

Per: (signed) Elian Terner Name: Elian Terner Title: Managing Director

CORMARK SECURITIES INC.

Per: (signed) Darren Wallace

Name: Darren Wallace Title: Managing Director, Investment Banking

HAYWOOD SECURITIES INC.

Per: (signed) Ryan Matthiesen

Name: Ryan Matthiesen Title: Managing Director, Investment Banking

INDUSTRIAL ALLIANCE SECURITIES INC.

Per: (signed) David Beatty

Name: David Beatty Title: Managing Director, Investment Banking

PARADIGM CAPITAL INC.

Per: (signed) John Booth

Name: John Booth Title: Head of Investment Banking

PI FINANCIAL CORP.

Per: (signed) Russell Mills

Name: Russell Mills Title: Managing Director, Investment Banking

RAYMOND JAMES LTD.

Per: (signed) Gavin McOuat

Name: Gavin McOuat Title: Senior Managing Director, Head of Mining

SPROTT CAPITAL PARTNERS LP

Per: (signed) David Wargo

Name: David Wargo Title: Head of Investment Banking

TD SECURITIES INC.

Per: (signed) Sajid Rizvi Name: Sajid Rizvi Title: Managing Director

CLARUS SECURITIES INC.

Per: (signed) Robert Orviss

Name: Robert Orviss Title: Managing Director

ECHELON WEALTH PARTNERS INC.

Per: (signed) Jason Yeung

Name: Jason Yeung Title: Managing Director The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

OSISKO DEVELOPMENT HOLDINGS INC.

Per: (signed) Sandeep Singh Name: Sandeep Singh Title: President

Per: (signed) André Le Bel Name: André Le Bel Title: Secretary

OSISKO GOLD ROYALTIES LTD

Per:	(signed) Sandeep Singh
		Name: Sandeep Singh
	Title:	President

Per: (signed) André Le Bel Name: André Le Bel

Title: Vice President, Legal Affairs, and Corporate Secretary

BAROLO VENTURES CORP.

Per: (signed) Scott Ackerman Name: Scott Ackerman

Title: CEO

Schedule A

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule A to the Underwriting Agreement dated as of October 29, 2020 between the Company and the Underwriters.

1. Interpretation

1.1 As used in this Schedule A, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Offering;

"Foreign Issuer" shall have the meaning ascribed thereto in Regulation S;

"General Solicitation" and "General Advertising" means "general solicitation" and "general advertising", respectively, as used in Rule 502(c) of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

"Regulation D" means Regulation D adopted by the SEC under the U.S. Securities Act;

"Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act;

"SEC" means the United States Securities and Exchange Commission;

"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in rule 902(j) of Regulation S;

"U.S. Affiliate" means the duly registered United States broker-dealer affiliate of an Underwriter; and

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

2. Representations, Warranties and Covenants of the Underwriters

2.1 The Underwriters and U.S. Affiliates acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and the Offered Securities may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and U.S. state securities laws. Accordingly, each of the Underwriters and U.S. Affiliates represents, warrants and covenants severally (and not jointly and severally) to the Company that:
- (a) It has not offered and sold, and will not offer and sell, any Offered Securities forming part of its allotment or otherwise as a part of the distribution except (a) to non-U.S. Purchasers in an "offshore transaction", as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S or (b) to U.S.

Purchasers as provided in this Schedule A. Accordingly, except as provided in this Schedule A, none of the Underwriters, their U.S. Affiliates or any person acting on its or their behalf, has engaged or will engage in: (i) any offer to sell or any solicitation of an offer to buy, any Offered Securities to any person in the United States, or (ii) any sale of Offered Securities to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States, or such Underwriter, U.S. Affiliate or person acting on behalf of either reasonably believed that such Purchaser was outside the United States or (iii) any Directed Selling Efforts.

(b) It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except with its U.S. Affiliate, any selling group members or with the prior written consent of the Company. It shall require each selling group member to agree in writing, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Schedule A as they apply to such Underwriter as if such provisions applied to such selling group member.
(c) All offers and sales of Offered Securities to U.S. Purchasers have been and will be made through its U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements and all applicable federal and state securities laws.
(d) Its U.S. Affiliate is, and as of the date of each offer or sale of Offered Securities in the United States shall be, registered as a broker or dealer under the U.S. Exchange Act and under the securities laws of each state where offers and sales of Offered Securities was or will be made (unless exempted from such state's broker-dealer registration requirements), and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.
(e) Offers and sales of Offered Securitiesto U.S. Purchasers have not been and will not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
(f) Offers and sales of Offered Securitiesto U.S. Purchasers may be made on behalf of the Company only pursuant to the provisions of Rule 144A under the U.S. Securities Act to persons who are or are reasonably believed by them to be Qualified Institutional Buyers and in transactions that are exempt from registration under the U.S. Securities Act and applicable state securities laws.
(g) All U.S. Purchasers of the Offered Securities shall be informed that the Offered Securities (i) have not been and will not be registered under the U.S. Securities Act, and that the Offered Securities are being offered and sold to such Purchasers in reliance on Rule 144A under the U.S. Securities Act and (ii) are or will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and can only be offered, sold, pledged or otherwise transferred, directly or indirectly, to (A) the Company or Barolo, or its subsidiaries, as applicable, (B) outside the United States in accordance with Rule 904 of Regulation S and, in each case, in compliance with applicable local laws and regulations.
(h) The Underwriter acting through its U.S. Affiliate may offer the Offered Securities to U.S. Purchasers only to offerees that they had a pre-existing

business relationship with and had reasonable grounds to believe were Qualified Institutional Buyers and immediately prior to making any such offer had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer, and on the date hereof, they continue to believe that each U.S. Purchaser is a Qualified Institutional Buyer.

(i) Prior to any sale of Offered Securities to U.S. Purchasers, it will cause each U.S. Purchaser to execute and deliver a Subscription Agreement and U.S. Purchaser Letter attached as Schedule E thereto (the "U.S. Purchaser Letters").
(j) Prior to the Closing Date, it will provide the Company with a list of all U.S. Purchasers of the Offered Securities. Prior to the Closing Time, it will provide the Company with copies of all executed Subscription Agreements, U.S. Purchaser Letters and schedules and exhibits attached thereto.
(k) The Underwriter covenants and agrees that it, its affiliates and any person acting on its or their behalf will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Subscription Receipts.
(l) At the Closing Time, the Underwriter will together with its U.S. Affiliate provide to the Company, as applicable, a certificate in the form of Exhibit I to this Schedule A relating to the manner of the offer and sale of the Offered Securities to U.S. Purchasers or will be deemed to have represented and warranted that none of it, its affiliates or any persons acting on its or their behalf offered or sold Offered Securities to U.S. Purchasers.

3. Representations, Warranties and Covenants of the Company

3.1 The Company, as applicable, represents, warrants, covenants and agrees that:
- (a) The Company is a Foreign Issuer and reasonably believes (a) that as of the date hereof and on the Closing Date, there is no Substantial U.S. Market Interest in the Offered Securities or its Common Shares and (b) it is not now, and as a result of the sale of Offered Securities contemplated hereby will not be, registered or required to be registered as an "investment company" as such term is defined under the United States Investment Company Act of 1940, as amended.
- (b) During the period that the Offered Securities are, or were offered for sale, none of the Company nor any of their affiliates, nor any person acting on its or their behalf (other than the Underwriter, its U.S. Affiliates and any persons acting on any of their behalf, in respect of which no representation is made) (i) has made or will make any Directed Selling Efforts, (ii) has engaged in or will engage in any form of General Solicitation or General Advertising or engage in any public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act with respect to offers or sales of the any of the Offered Securities or (iii) has taken or will take any other action that would cause the exemption from registration provided by Regulation S or the exemptions from registration provided by Rule 144A to be unavailable with respect to offers and sales of the Offered Securities pursuant to this Schedule A.
- (c) The Company has not and will not, during the period beginning six months prior to the start of the offering of Offered Securities and ending six months after the completion of the offering of Offered Securities sell, offer for sale or solicit any offer to buy any of its securities in the United States in a manner that

would be integrated with and would cause the exemption from registration provided by Rule 144A to be unavailable with respect to offers and sales of the Offered Securities pursuant to this Schedule A.

(d) The Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws in connection with the offer and sale of the Offered Securities.
(e) Except with respect to offers and sales to Qualified Institutional Buyers who are U.S. Purchasers or who are acting for the account or benefit of U.S. Purchasers, in reliance upon Rule 144A under the U.S. Securities Act, none of the Company, or any of its affiliates or any person acting on its or their behalf (other than the Underwriters, their U.S. Affiliates or any person acting on any of their behalf, in respect of which no representation is made) has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to any U.S. Purchaser; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States or the Company, their affiliates, and any person acting on its or their behalf reasonably believes that such Purchaser was outside the United States.
(f) The Company covenants and agrees that it, its affiliates and any person acting on its or their behalf (other than the Underwriters, their U.S. Affiliates or any person acting on any of their behalf, in respect of which no representation is made) will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Subscription Receipts and is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Offered Securities.
(g) At the date hereof, the Offered Securities are not (A) part of a class listed on a national securities exchange in the United States, (B) quoted in an automated inter-dealer system in the United States, or (C) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A under the U.S. Securities Act) of less than ten percent for securities so listed or quoted.
(h) For so long as any of the Offered Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from such requirements pursuant to Rule 12g3-2(b) thereunder, the Company will provide to any holder or beneficial owner of Offered Securities or to any prospective purchaser of Offered Securities designated by any such holder or beneficial owner, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act in order to permit compliance with Rule 144A in connection with resales of such Offered Securities.

EXHIBIT I TO SCHEDULE A

UNDERWRITER CERTIFICATE

In connection with the private placement to persons in the United States of Subscription Receipts of Osisko Development Holdings Inc. (the "Company") pursuant to the Underwriting Agreement dated October 29, 2020 between, among others, the Company and the Underwriters named therein (the "Underwriting Agreement"), each of the undersigned does hereby certify as follows:

(i) each U.S. affiliate of the undersigned Underwriter (the "U.S. Affiliate") is, and was at the time of each offer and sale of the Offered Securities made by it, a duly registered broker or dealer under the U.S. Exchange Act and under the securities laws of all applicable states where the offers and sales of Subscription Receipts were made (unless otherwise exempted from such state's broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.;
(ii) all offers and sales of Offered Securities to U.S. Purchasers have been effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker dealer requirements;
(iii) we have provided each offeree of Offered Securities that is a Qualified Institutional Buyer with a Subscription Agreement and U.S. Purchaser Letter and no other written material was used in connection with the offer and sale of the Subscription Receipts to U.S. Purchasers.
(iv) immediately prior to offering Offered Securities to an offeree that was in the United States, we had a pre-existing business relationship with and had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Purchaser purchasing the Offered Securities is a Qualified Institutional Buyer;
(v) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Subscription Receipts, the Unit Shares or the Warrants to U.S. Purchasers;
(vi) prior to any sale of Offered Securities to a U.S. Purchaser, we caused each U.S. Purchaser to execute and deliver a Subscription Agreement and U.S. Purchaser Letter, in each case including any schedules and exhibits attached thereto; and
(vii) the offer and sale of the Subscription Receipts has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule A thereto.

Capitalized terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule A thereto, unless otherwise defined herein.

DATEDthisday of	, 2020.
[UNDERWRITER]	[U.S.AFFILIATE]
By:Name:	By:Name:

Title: Title

Schedule B

President's List Purchasers

[Redacted due to business confidentiality.]

Schedule C

Contributed Properties

The Contributed Properties will comprise certain mining properties (or securities of the entities that directly or indirectly own such mineral properties), including:

Cariboo Gold Project (Permitting British Columbia, Canada)
Bonanza Ledge II Project (Construction British Columbia, Canada)
Coulon (Exploration Québec, Canada)
Guerrero Properties (Exploration Guerrero, Mexico)
San Antonio Gold Project (Permitting Sonora, Mexico)
James Bay Properties (Exploration Québec, Canada)

Osisko will retain the following interests in the mining properties included in the Contributed Properties:

5% NSR royalty on the Cariboo Gold Project and Bonanza Ledge II Project
3% NSR royalty on the Guerrero, James Bay and Coulon Properties
15% gold and silver stream the San Antonio Gold Project

In addition, Osisko will be granted: (i) a right of first refusal on all future royalties and streams to be offered by the Resulting Issuer; and (ii) a right to participate in buybacks of existing royalties held by the Resulting Issuer.

Contributed Securities

[Redacted due to business confidentiality.]

Schedule E

Royalty and Stream Agreements

ROYALTY AGREEMENTS AFFECTING THE MATERIAL TRANSFERRED SUBSIDIARIES

The following properties held by Barkerville Gold Mines Limited are subject to the following encumbrances:

NAME OF PROPERTY	SUMMARY
Cornish Property
Bro & PIN Property
Myrtle –ProserpineProperty
Ham Property
Antler, Dufferin & HeronProperty
Antler Property
Antler Creek Property	[Redacted due to business confidentiality.]
Warspite Property
ST Property
Craze Creek Property
Monster Property
DC Comic Property
Roundtop MountainProperty
Will Property
Cariboo Project (as a whole)

Schedule F

Representations andWarranties of the Company

The Company represents and warrants to the Underwriters and acknowledges that each of them is relying upon such representations and warranties in arranging for purchases of the Subscription Receipts and entering into this Agreement, that, except as previously disclosed to the Underwriters in writing:

(a) The Company is a corporation duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licenses and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up (other than as contemplated as part of the RTO Transaction), and the Company has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder and each Subscription Agreement.
(b) With the exception of three direct or indirect subsidiary of the Company to be incorporated following the Closing Date required in connection with a services agreement to be entered into in respect of the San Antonio Gold Project, at the effective time of the Amalgamation, the Company will not have any subsidiaries other than the Transferred Subsidiaries.
(c) Other than as a result of the acquisition of the Contributed Securities, the Company does not, and will not at the effective time of the Amalgamation, beneficially own or exercise control or direction over, 10% or more of the outstanding voting shares of any company other than the Transferred Subsidiaries;
(d) The Company is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations (including all material applicable federal, provincial, municipal, and local Environmental Laws, regulations and other lawful requirements of any governmental or regulatory body, including but not limited to relevant exploration, concessions and permits) of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carries on business to enable its business to be carried on as now conducted and it has not received a notice of non-compliance, nor knows of, any facts that could give rise to a notice of non-compliance, with any such laws, regulations or permits, which would have a material adverse effect on the Company.
(e) The Company is not insolvent and is able to meet all of its financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced by the Company, and, except in connection with the RTO Transaction, no merger, consolidation, amalgamation, sale of all or substantially all of the assets or sale of the business transactions have been commenced or are being commenced or contemplated by the Company, and the Company has no knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of the Company by any other party.
(f) The Company is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company to compete in any line of business, transfer or move

any of its assets or operations or which would have a material adverse effect upon, or following, the closing of the RTO Transaction.

(g) The authorized capital of the Company consists of an unlimited number of Common Shares of which, as of the close of business on October 28, 2020, 100 Common Shares were outstanding as fully paid and non-assessable shares of the Company.
(h) Other than in connection with the Offering, the RTO Transaction and the transfer by Osisko of the Contributed Assets to the Company, no person has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company and the Offered Securities upon issuance will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Company.
(i) Other than in connection with the RTO Transaction, the Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company.
(j) The responses provided by the Company at the Due Diligence Session were true and correct in all material respects as at the time such responses are given and such responses taken as a whole did not omit any material fact necessary to make any such responses not misleading in light of the circumstances in which such responses were given.
(k) All necessary corporate action has been taken or will have been taken prior to the Closing Time by the Company so as to validly issue or reserve for issuance as applicable, the Subscription Receipts, the Unit Shares, the Unit Warrants and the Warrant Shares as fully paid and non-assessable securities of the Company.
(l) Each of the execution and delivery of the Transaction Documents and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Company and upon the execution and delivery thereof shall constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable laws.
(m) All consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for: (i) the execution and delivery of the Transaction Documents (ii) the creation, issuance, sale and delivery, as applicable, of the Subscription Receipts, the Unit Shares, the Unit Warrants and the Warrant Shares; and (iii) the consummation of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, other than (iv) filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws, other than customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws; and (v) such as are contemplated in connection with the RTO Transaction and will be satisfied prior to the closing

of the RTO Transaction in accordance with the terms of the Amalgamation Agreement;

(n) All necessary corporate action has been taken by the Company to validly create, authorize, issue and sell the Subscription Receipts, and upon payment of the aggregate Subscription Price therefor and the issuance and delivery by the Company of the Subscription Receipts, whether in certificated form or by way of electronic deposit, in accordance with the Subscription Receipt Agreement, the Subscription Receipts will be validly issued.
(o) The Unit Shares issuable pursuant to the automatic conversion of the Subscription Receipts upon satisfaction of the Escrow Release Conditions will, when issued, be duly issued in accordance with the terms of the Subscription Receipt Agreement and such Unit Shares, when issued, shall be duly issued as fully paid and non-assessable Common Shares.
(p) The Unit Warrants issuable pursuant to the automatic conversion of the Subscription Receipts upon satisfaction of the Escrow Release Conditions will, when issued, be duly issued in accordance with the terms of the Warrant Indenture. Pursuant to the Amalgamation Agreement and the terms of the Warrant Indenture, each Unit Warrant shall, at the effective time of the Amalgamation, be converted into a Resulting Issuer Warrant.
(q) The Company is not aware of any facts or circumstances that would cause it to believe that the Escrow Release Conditions will not be satisfied prior to the Escrow Release Deadline, and the Company will use its commercially reasonable best efforts to satisfy or caused to be satisfied the Escrow Release Conditions prior to the Escrow Release Deadline.
(r) The Subscription Receipt Agent, at its principal office in Montréal, Québec or Toronto, Ontario, has been appointed as the subscription receipt agent for the Subscription Receipts.
(s) The Warrant Agent, at its principal office in Montréal, Québec or Toronto, Ontario, has been appointed as the warrant agent for the Unit Warrants.
(t) The attributes of the Subscription Receipts conform in all material respects with the description thereof in the Subscription Agreements, the Subscription Receipt Agreement and this Agreement.
(u) The attributes of the Unit Warrants conform in all material respects with the description thereof in the Subscription Agreements, the Warrant Indenture and this Agreement.
(v) No order prohibiting (i) the RTO Transaction, or (ii) the sale or issuance, as applicable, of the Subscription Receipts, the Unit Shares, the Unit Warrants or the Warrant Shares has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated or threatened by any regulatory authority.
(w) Each of the Royalty and Stream Agreements, Material Agreements and Debt Instruments of the Company are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Company has performed all obligations (including payment obligations) in a

timely manner under and are in compliance with all terms and conditions contained in, each Royalty and Stream Agreement, Material Agreement and Debt Instrument. The Company is not in violation, breach or default nor have they received any notification from any party claiming that the Company is in violation, breach or default under any Royalty and Stream Agreement, Material Agreement or Debt Instrument and no other party, to the knowledge of the Company, is in breach, violation or default of any term under any Royalty and Stream Agreement, Material Agreement or Debt Instrument.

(x) The execution and delivery of the Amalgamation Agreement and the performance of the transactions contemplated thereunder have been authorized by all necessary corporate action of the Company and such agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(y) The Company is not in breach or default of, and the execution and delivery of the Transaction Documents and the performance by the Company of its obligations hereunder or thereunder, the issuance, sale and delivery of the Subscription Receipts and the issuance and delivery, as applicable, of the Unit Shares, Unit Warrants and Warrant Shares and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under (whether after notice or lapse of time or both): (A) the BCBCA or the Applicable Securities Laws; (B) the constating documents, articles or resolutions of the Company which are in effect at the date hereof; (C) any Royalty and Stream Agreement, Material Agreement or Debt Instrument of the Company; or (D) any judgment, decree or order binding the Company or the properties or assets of the Company.
(z) There are no actions, suits, proceedings or investigations (whether or not purportedly by or on behalf of the Company) currently outstanding relating to the Company or to which its assets are subject, threatened or pending, at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity which individually or in the aggregate would be expected to have a material adverse effect on the Company. There are no judgments or orders against the Company which are unsatisfied, nor are there any consent decrees or injunctions to which the Company is subject which individually or in the aggregate would be expected to have a material adverse effect on the Company.
(aa) There are no judgments against the Company that are unsatisfied, nor are there any consent decrees or injunctions to which the Company is subject.
(bb) Since its date of incorporation, other than in connection with the transactions contemplated by the RTO Transaction, including the proposed acquisition of the Contributed Assets:
- (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company;
- (ii) there has not been any material change in the capital stock or long-term debt of the Company; and
- (iii) the Company has carried on its respective business in the ordinary course.
(cc) There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities or other relationships of the Company with unconsolidated entities or other persons which are required to be disclosed or that could reasonably be expected to have a material adverse effect on the Company.
(dd) The Company does not have any liabilities, arrangements, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, other than liabilities or obligations which would not have a material adverse effect on the Company.
(ee) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(ff) There has been no change in accounting policies or practices of the Company since its date of incorporation, other than the adoption of certain additional accounting policies in accordance with IFRS.
(gg) Other than in connection with the RTO Transaction, the Company has not approved, entered into any agreement in respect of, or has knowledge of:
- (i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares, or otherwise;
- (ii) the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the assets of the Company) of the Company; or
- (iii) a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.
(hh) The Company is not a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with the Company.
(ii) There is not, in the constating documents, articles of incorporation or equivalent organizational or governing documents or in any Royalty and Stream Agreement, Material Agreement, Debt Instrument or other instrument or document to which the Company is a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company.
(jj) The auditors of the Company are independent public accountants as required by the Applicable Securities Laws and there has not been any "reportable event"

(within the meaning of NI 51-102) with respect to the present auditor or any former auditor of the Company.

(kk) The assets of the Company are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the Company has not failed to promptly give any notice or present any material claim thereunder. There are no material claims by the Company under any insurance policy or instrument to which any insurance company is denying liability or defending under a reservation of rights clause and that would result in a material adverse effect on the Company or the Resulting Issuer
(ll) With respect to each of the Leased Premises, the Company occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company will not afford any of the parties to such leases or any other person the right to terminate any such lease or result in any additional or more onerous obligations under such leases.
(mm) All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by the Company have been paid, except where the failure to do so would not reasonably be expected to give rise to a material adverse effect or result in an adverse material change to the Company. All tax returns, declarations and filings required to be filed by the Company have been timely filed with all appropriate governmental authorities and no material fact or facts have been omitted therefrom which would make any of them misleading. To the best of the knowledge of the Company, no examination of any tax return of the Company is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by the Company, except where such examinations, issues or disputes, individually or collectively, would not reasonably be expected to have a material adverse effect or result in an adverse material change to the Company.
(nn) The Company has complied in all material respects with all relevant statutory and regulatory requirements required to be complied with prior to the Closing Time in connection with the Offering. The Company is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and each is licensed, registered or qualified in all jurisdictions in which it is required to be licensed, registered or qualified and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules, regulations, licences, registrations and qualifications which could have a material adverse effect on the Company.
(oo) Neither the Company nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent thereof has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the Foreign Corrupt Practices Act of 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any representative of a Governmental Entity ("Government Official"), whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company, any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company, any Subsidiary, or any director, officer, employee, consultant, representative or agent thereof violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging noncompliance with any such laws.
(pp) The operations of the Company have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(qq) To the best of the knowledge of the Company, none of the directors or officers of the Company are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Company or any other public company.
(rr) Other than the Underwriters (or any members of their selling group) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal

advisory or similar fee in connection with the Offering, the RTO Transaction or transactions contemplated herein or therein.

(ss) Upon satisfaction of the Escrow Release Conditions, other than the Company, the Underwriters, and the Subscription Receipt Agent, in accordance with the Subscription Receipt Agreement, there is no person that is or will be entitled to demand the Escrow Proceeds.
(tt) The minute books and records of the Company are true, complete, correct and up to date in all material respects. All of the minute books and all of the records of the Company contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

Schedule G

Representations and Warranties of the Company and Osisko

Each of the Company and Osisko represent and warrant to the Underwriters and acknowledges that each of them is relying upon such representations and warranties in arranging for purchases of the Subscription Receipts and entering into this Agreement, that, except as previously disclosed to the Underwriters in writing:

(a) Each of the Transferred Subsidiaries is a corporation duly incorporated, continued or amalgamated and validly existing under the laws of the jurisdiction in which it was incorporated, continued or amalgamated, as the case may be, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licenses and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up (other than as contemplated as part of the RTO Transaction).
(b) Each of the Transferred Subsidiaries is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations (including all material applicable federal, provincial, municipal, and local Environmental Laws, regulations and other lawful requirements of any governmental or regulatory body, including but not limited to relevant exploration, concessions and permits) of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carries on business to enable its business to be carried on as now conducted and it has not received a notice of non-compliance, nor knows of, any facts that could give rise to a notice of noncompliance, with any such laws, regulations or permits, which would have a material adverse effect on such Transferred Subsidiary.
(c) None of the Transferred Subsidiaries is insolvent and each is able to meet all of its financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced by any of the Transferred Subsidiaries, and, except in connection with the RTO Transaction, no merger, consolidation, amalgamation, sale of all or substantially all of the assets or sale of the business transactions have been commenced or are being commenced or contemplated by the Transferred Subsidiaries, and neither Osisko nor the Transferred Subsidiaries has knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of the Transferred Subsidiaries by any other party.
(d) The information and statements respecting the Company and the Contributed Assets provided to the Underwriters, including all financial, marketing, sales and operational information provided to the Underwriters, were true, correct, and complete in all material respects as of the date of such documents and did not contain any misrepresentation, and no material fact or facts have been omitted therefrom which would make such information misleading, in each case, as of the date of such information or statements.
(e) All forward-looking information and statements of the Company and the Contributed Assets, including any forecasts and estimates, expressions of opinion, intention and expectation, subject to any qualifications contained

therein, as at the time they were or will be made, were or will be made based on assumptions that the Company believes are reasonable in the circumstances.

(f) Osisko and the Material Transferred Subsidiaries are currently, and following the closing of the RTO Transaction, the Material Transferred Subsidiaries will be the absolute legal and beneficial owners of, and have good and marketable title to, all of the Material Contributed Property and Contributed Securities, such properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever (other than as disclosed in the Disclosure Documents), and no other property rights (including surface or access rights) are necessary for the conduct of the business in respect of the Material Contributed Property as currently conducted; the Company and Osisko are not aware of any claim or basis for any claim that might or could adversely affect the right to use, transfer, access or otherwise exploit property rights of the Material Contributed Property and, neither the Company nor the Material Transferred Subsidiaries has a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof following the completion of the RTO Transaction other than in respect of the Royalty and Stream Agreements or as disclosed in the Disclosure Documents.
(g) The Material Transferred Subsidiaries hold either freehold title, mining leases, mining concessions, mining claims or other conventional property, proprietary or contractual interests or rights, including access and surface rights, recognized in the jurisdiction in which the Material Contributed Property is located in respect of the resources located in the Material Contributed Property as set out in Schedule C hereto under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Material Transferred Subsidiaries, as applicable, to access the Material Contributed Property and explore and exploit the minerals relating thereto as are appropriate in view of their respective rights and interests therein; all material properties, leases, concessions or claims in which the Material Transferred Subsidiaries hold an interest in respect of the Material Contributed Property have been validly located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing in all material respects.
(h) Any and all of the agreements and other documents and instruments pursuant to which the Material Transferred Subsidiaries hold the Material Contributed Property (including any option agreement or any interest in, or right to earn an interest in, any properties) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and none of the Material Transferred Subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. The Material Contributed Property and the Contributed Securities (and any option agreement or any interest in, or right to earn an interest in, such Material Contributed Property and the Contributed Securities) are not subject to any right of first refusal or purchase or acquisition rights.
(i) The Material Transferred Subsidiaries have obtained all material Permits relating to the Material Contributed Property necessary to carry on the business of the Material Transferred Subsidiaries relating to the Material Contributed Property as it is currently conducted. The Material Transferred Subsidiaries are

in compliance with the terms and conditions of all Permits relating to the Material Contributed Property except where non-compliance would not reasonably be expected to have a Material Adverse Effect. All of the material Permits relating to the Material Contributed Property issued to date are valid, subsisting, in good standing and in full force and effect and the Material Transferred Subsidiaries have not received any notice of proceedings relating to the revocation or modification of any such material Permits relating to the Material Contributed Property or any notice advising of the refusal to grant any Permit relating to the Material Contributed Properties that has been applied for or is in process of being granted.

(j) No part of the Material Contributed Property has been taken, revoked, condemned, or expropriated by any Governmental Entity nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Company or Osisko, been commenced, threatened, or is pending.
(k) No Material Transferred Subsidiary has any rights, title, interests or liabilities in respect of any material mining assets or properties other than the Material Contributed Property.
(l) There are no material claims or actions with respect to indigenous rights currently outstanding, threatened or pending, with respect to the Material Contributed Property. There are no land entitlement claims having been asserted or any legal actions relating to indigenous issues having been instituted with respect to the Material Contributed Property, and no material dispute in respect of the Material Contributed Propertywith any local or indigenous group exists or, is threatened or imminent.
(m) The Transferred Subsidiaries are in material compliance with all Environmental Laws and all operations on the Contributed Properties, carried on by or on behalf of the Transferred Subsidiaries, has been conducted in all material respects in accordance with good mining and engineering practices;
(n) The Transferred Subsidiaries are in material compliance with all Environmental Laws in respect of the Contributed Properties and all operations on the Contributed Properties, carried on by or on behalf of the Company and any Subsidiary, has been conducted in all material respects in accordance with good mining and engineering practices;
(o) The Transferred Subsidiaries have not used, except in material compliance with all Environmental Laws and Permits, any properties or facilities which it owns or leases, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport, or handle any hazardous substance;
(p) The Transferred Subsidiaries have not used in respect of the Contributed Properties any properties or facilities which either of them owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport, or handle any hazardous substance, except in material compliance with all Environmental Laws and Permits;
(q) None of Osisko or the Transferred Subsidiaries in respect of the Contributed Properties have received any notice of, or been prosecuted for an material offence alleging, non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and none of Osisko or any Transferred Subsidiary has settled any allegation of non-compliance short of prosecution.

There are no material orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Transferred Subsidiaries and none of Osisko or any Transferred Subsidiary has received notice of any of the same;

(r) There have been no material past unresolved claims, complaints, notices or requests for information received by Osisko or any Transferred Subsidiaries in respect of the Contributed Properties with respect to any alleged material violation of any Environmental Laws, and to the best knowledge of Osisko or the Transferred Subsidiaries, none that are threatened or pending; and no conditions exist in respect of the Contributed Properties which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or would have a material adverse effect;
(s) Except as ordinarily or customarily required by applicable permit, none of Osisko nor the Transferred Subsidiaries, in respect of the Contributed Properties has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local cleanup site or corrective action under any law including any Environmental Laws. None of Osisko nor the Transferred Subsidiaries has received any request for information in connection with any federal, state, municipal or local inquiries as to disposal sites in respect of the Contributed Properties;
(t) There are no environmental audits, evaluations, assessments, studies or tests relating to the Contributed Properties except for ongoing assessments conducted by or on behalf of the Transferred Subsidiaries in the ordinary course;
(u) To the knowledge of Osisko, there are currently no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Laws against the Transferred Subsidiaries or the Contributed Properties.
(v) After giving effect to the RTO Transaction, the Cariboo Gold Project is the only material property as determined in accordance with Applicable Securities Laws within the Contributed Properties. The Cariboo Technical Report is the current technical report pursuant to NI 43-101 in respect of the Cariboo Gold Project.
(w) The Cariboo Technical Report complies in all material respects with the requirements of NI 43-101 and there is no new material scientific or technical information concerning the Cariboo Gold Project since the date thereof that would require a new technical report in respect of such property to be issued under NI 43-101. Osisko or Barkerville Gold Mines Ltd., as the case may be, made available to the authors of the Cariboo Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by such authors and none of such information contained any misrepresentation at the time such information was provided. The information set forth in the Cariboo Technical Report relating to scientific and technical information, including the estimates of the mineral resource in the Cariboo Technical Report has been prepared in accordance with NI 43-101 and in compliance with Applicable Securities Laws. The method of estimating the mineral resource in the Cariboo Technical Report has been verified by persons

each of whom is a "qualified person" (within the meaning of NI 43-101). The material assumptions underlying the mineral resource estimate in the Cariboo Technical Report are reasonable and appropriate, the information upon which such mineral resource estimate was based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof.

(x) The information provided to the Underwriters in writing or in the data room upon which the estimates of resources were based in respect of the San Antonio Gold Project is complete and accurate in all material respects.
(y) Except as disclosed in the Royalty and Stream Agreements, the Resulting Issuer will have no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the Material Contributed Property.
(z) The Cariboo Technical Report constitutes an accurate description of the Cariboo Gold Project. The Disclosure Documents constitute, or will constitute, an accurate description in all material respects of the Contributed Properties and all material mining or mineral rights held by the Transferred Subsidiaries related to the Contributed Properties.
(aa) The Transferred Subsidiaries maintain good relationships with the communities and persons affected by or located on the lands comprising the Contributed Properties.
(bb) The Transferred Subsidiaries maintain a good relationship with all Governmental Entities in the jurisdictions in which the Contributed Properties are located, or in which such parties otherwise carry on their business or operations. All such government relationships are intact and mutually cooperative and there exists no condition or state of fact or circumstances in respect thereof, that would prevent the Transferred Subsidiaries from conducting its business and all activities in connection with the Contributed Properties as currently or proposed to be conducted, and there exists no actual or, threatened termination, limitation or other adverse modification in any such relationships with such Governmental Entities.
(cc) None of the Transferred Subsidiaries is aware of any legislation, regulation or change in government position published or contemplated by a legislative body or Governmental Entity, which it anticipates will materially and adversely affect the business (as currently carried on or proposed to be carried on), affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Transferred Subsidiaries.
(dd) Osisko and the Transferred Subsidiaries are in material compliance with all federal, national, regional, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment, workers' compensation, occupational health and safety and pay equity and wages in respect of the Contributed Properties. There are no material claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers' compensation legislation, occupational health and safety legislation or similar legislation nor has any event occurred which may give rise to any of the foregoing in respect of the Contributed Properties.
(ee) Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Transferred Subsidiaries for the benefit of any current or former director, officer, employee, or consultant of the any Transferred Subsidiary (the "TS Employee Plans") has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Applicable Securities Laws.
(ff) All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Transferred Subsidiaries.
(gg) There is not currently any labour disruption, dispute, slowdown, stoppage, complaint, or grievance outstanding, or to the best knowledge of Osisko, threatened or pending, against the Transferred Subsidiaries which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Transferred Subsidiaries and no union representation question exists respecting the employees of the Transferred Subsidiaries and no collective bargaining agreement is in place or currently being negotiated by the Transferred Subsidiaries.
(hh) The RTO Transaction and the transactions contemplated in the Amalgamation Agreement do not trigger any change of control, termination or other payments to any officers, consultants or other service providers to the Company.
(ii) All information which has been prepared by Osisko relating to the Company and the Contributed Assets, as applicable, and any of its business, properties and liabilities, and provided to the Underwriters including all financial, marketing, sales and operational information provided to the Underwriters is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information misleading.
(jj) The Contributed Assets Financial Information has been prepared in accordance with IFRS consistently applied throughout the period referred to therein, (ii) presents fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Contributed Assets as at such dates and results of operations of the Contributed Assets for the periods then ended, and (iii) contains and reflects adequate provision or allowance for all reasonable liabilities existing or known at the respective balance sheet dates, expenses and losses in connection with the Contributed Assets (provided, however, that for expected losses, it does not reflect unrealized losses on the investments in associates as at December 31, 2019 and 2018, and June 30, 2020, as these are reflected at cost on the balance sheets for such periods), and there has been no change in accounting policies or practices of Osisko since December 31, 2019.
(kk) Since June 30, 2020:
(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Transferred Subsidiaries, as a whole;
(ii) there has not been any material change in the capital stock or long-term debt of the Transferred Subsidiaries, as a whole; and
(iii) the business of the Transferred Subsidiaries has been carried on in the ordinary course.

Schedule H

Representations and Warranties of Osisko

Osisko represents and warrants to the Underwriters and acknowledges that each of them is relying upon such representations and warranties in arranging for purchases of the Subscription Receipts and entering into this Agreement, that:

(a) Osisko has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.
(b) The responses provided by Osisko at the Due Diligence Session were true and correct in all material respects as at the time such responses are given and such responses taken as a whole shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which those responses were given.
(c) Each of the execution and delivery of the Transaction Documents and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of Osisko and upon the execution and delivery thereof shall constitute valid and binding obligations of Osisko, enforceable against Osisko in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable laws.
(d) No order prohibiting (i) the RTO Transaction, or (ii) sale or issuance, as applicable, of the Subscription Receipts has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of Osisko, contemplated or threatened by any regulatory authority.
(e) There are no actions, suits, proceedings or investigations currently outstanding relating to the Transferred Subsidiaries or to which its assets are subject, threatened or pending, at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity. There are no judgments or orders against the Transferred Subsidiaries which are unsatisfied, nor are there any consent decrees or injunctions to which the Transferred Subsidiaries are subject.
(f) There are no judgments against the Contributed Assets or Osisko as it may relate to the Contributed Assets that are unsatisfied, nor are there any consent decrees or injunctions to Osisko or the Contributed Assets are subject.

Schedule I

Representations andWarranties of Barolo

Barolo represents and warrants to the Underwriters and acknowledges that each of them is relying upon such representations and warranties in arranging for purchases of the Subscription Receipts and entering into this Agreement, that:

(a) Each of Barolo and its Subsidiaries is a corporation duly incorporated, continued or amalgamated and validly existing under the laws of the jurisdiction in which it was incorporated, continued or amalgamated, as the case may be, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licenses and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up (other than as contemplated as part of the RTO Transaction), and Barolo has all requisite power and authority to enter into this Agreement and tor carry out its obligations hereunder and each Subscription Agreement.
(b) Barolo has no subsidiaries other than Barolo Subco.
(c) Barolo does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company other than the Barolo Subco, and all of the issued and outstanding shares of Barolo Subco are issued as fully paid and non-assessable shares, in each case free and clear of all Liens;
(d) Barolo is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations (including all material applicable federal, provincial, municipal, and local Environmental Laws, regulations and other lawful requirements of any governmental or regulatory body, including but not limited to relevant exploration, concessions and permits) of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carries on business to enable its business to be carried on as now conducted and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of noncompliance, with any such laws, regulations or permits.
(e) Barolo is not insolvent and is able to meet all of its financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced or contemplated by Barolo, and, except in connection with the RTO Transaction, no merger, consolidation, amalgamation, sale of all or substantially all of the assets or sale of the business transactions have been commenced or are being commenced or contemplated by Barolo, and Barolo has no knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of Barolo by any other party.
(f) Barolo is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Barolo to compete in any line of business, transfer or move any of its assets or operations or which would have a material adverse effect following the closing of the RTO Transaction.
(g) The authorized capital of Barolo consists of an unlimited number of Barolo Shares of which, as of the close of business on October 28, 2020, 14,004,287 Barolo Shares were outstanding as fully paid and non-assessable shares of Barolo.
(h) Barolo is not a party to any agreement, nor is Barolo aware of any agreement, which in any manner affects the voting control of any of the securities of Barolo, other than certain support agreements entered into by certain shareholders of Barolo in connection with the RTO Transaction.
(i) No person has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of Barolo which will remain effective following the closing of the RTO Transaction.
(j) Barolo's currently issued and outstanding common shares are listed and posted for trading on the NEX board of the TSXV and no order ceasing or suspending trading in such shares has been issued and to the best knowledge of Barolo, no proceedings, actions, inquiries, or investigations for such purpose has been threatened or are pending, except in respect of a halt in trading of its shares required by the policies of the TSXV in connection with the RTO Transaction.
(k) Barolo has not taken any action which would be reasonably expected to result in the delisting or suspension of its shares on or from the NEX board of the TSXV except as may result from the completion of the RTO Transaction, and Barolo is currently in compliance with the rules and policies of the TSXV.
(l) Barolo is a "reporting issuer", not included in a list of defaulting reporting issuers maintained by the Canadian Securities Regulators in the provinces of British Columbia and Alberta, and in particular, without limiting the foregoing, Barolo has in all material respects complied with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to Barolo which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Canadian Securities Regulators in the provinces of British Columbia and Alberta.
(m) Each of the execution and delivery of the Transaction Documents to which Barolo is a party and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of Barolo and upon the execution and delivery thereof shall constitute valid and binding obligations of Barolo, enforceable against Barolo in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable laws in effect.
(n) All consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for: (i) the execution and delivery of the Transaction Documents to which Barolo is a party and (ii) the consummation of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, other than (iii) filings required to be submitted

within the applicable time frame pursuant to Applicable Securities Laws other than customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws; and (iv) such as are contemplated in connection with the RTO Transaction and will be satisfied prior to the closing of the RTO Transaction in accordance with the terms of the Amalgamation Agreement;

(o) Barolo is not aware of any facts or circumstances that would cause it to believe that the Escrow Release Conditions will not be satisfied prior to the Escrow Release Deadline and Barolo will use its commercially reasonable best efforts to satisfy or caused to be satisfied the Escrow Release Conditions prior to the Escrow Release Deadline.
(p) All of the Material Agreements and Debt Instruments of Barolo have been disclosed in the Public Record and each is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. Barolo has performed all obligations (including payment obligations) in a timely manner under and are in compliance with all terms and conditions contained in, each Material Agreement and Debt Instrument. Barolo is not in violation, breach or default nor have they received any notification from any party claiming that Barolo is in violation, breach or default under any Material Agreement or Debt Instrument and no other party, to the knowledge of Barolo, is in breach, violation or default of any term under any Material Agreement or Debt Instrument.
(q) All previous material transactions completed by Barolo have been fully and properly disclosed in the Public Record, were completed in compliance with all applicable corporate and securities laws and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained and complied with.
(r) The execution and delivery of the Amalgamation Agreement and the performance of the transactions contemplated thereunder have been authorized by all necessary corporate action of Barolo and such agreement constitutes a valid and binding obligation of Barolo, enforceable against Barolo in accordance with its terms.
(s) Barolo is not in breach or default of, and the execution and delivery of the Transaction Documents to which it is a party and the performance by Barolo of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under (whether after notice or lapse of time or both): (A) any statute, rule or regulation applicable to Barolo, including the Applicable Securities Laws; (B) the constating documents, articles or resolutions of Barolo which are in effect at the date hereof; (C) any Debt Instrument or Material Agreement of Barolo; or (D) any judgment, decree or order binding Barolo or the properties or assets of Barolo.
(t) There are no actions, suits, proceedings or investigations (whether or not purportedly by or on behalf of Barolo) currently outstanding relating to Barolo or to which its assets are subject, threatened or pending, at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity. There are no judgments or orders against Barolo which

are unsatisfied, nor are there any consent decrees or injunctions to which Barolo is subject.

(u) The audited financial statements of Barolo for the financial years ended May 31, 2020 and 2019 (collectively, the "Barolo Financial Statements"), contain no misrepresentations, present fairly, in all material respects, the financial position of Barolo for the periods then ended and have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved.
(v) Except as disclosed in the Public Record, since May 31, 2020:
- (i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of Barolo;
- (ii) there has not been any material change in the capital stock or long-term debt of Barolo; and
- (iii) Barolo has carried on its respective business in the ordinary course.
(w) Barolo has not filed any confidential material change reports or similar confidential report with any Canadian Securities Regulators that are still maintained on a confidential basis.
(x) There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities or other relationships of Barolo with unconsolidated entities or other persons which are required to be disclosed and are not disclosed or reflected in the Barolo Financial Statements or that could reasonably be expected to have a material adverse effect on Barolo or on the Resulting Issuer, following the closing of the RTO Transaction.
(y) Barolo does not have any liabilities, arrangements, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Barolo Financial Statements referred to or disclosed herein, other than liabilities or obligations which would not have a material adverse effect on Barolo or on the Resulting Issuer
(z) Barolo maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(aa) There has been no change in accounting policies or practices of Barolo since May 31, 2020, other than the adoption of certain additional accounting policies in accordance with IFRS as disclosed in the Barolo Financial Statements.
(bb) Other than in connection with the RTO Transaction, Barolo has not approved, entered into any agreement in respect of, or has knowledge of:
(i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by Barolo whether by asset sale, transfer of shares, or otherwise;
(ii) the change of control (by sale or transfer of common shares of Barolo or sale of all or substantially all of the assets of Barolo) of Barolo; or
(iii) a proposed or planned disposition of common shares of Barolo by any shareholder who owns, directly or indirectly, 10% or more of such outstanding shares.
(cc) Except as disclosed in the Public Record, Barolo is not a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm's length with Barolo.
(dd) There is not, in the constating documents, articles of incorporation or equivalent organizational or governing documents or in any Debt Instrument, Material Agreement, or other instrument or document to which Barolo is a party, any restriction upon or impediment to, the declaration of dividends by the directors of Barolo or the payment of dividends by Barolo to the holders of its common shares.
(ee) The auditors of Barolo are independent public accountants as required by the Applicable Securities Laws and there has not been any "reportable event" (within the meaning of NI 51-102) with respect to the present auditor or any former auditor of Barolo.
(ff) Within the past two years there has not been a "reportable event" (within the meaning of NI 51-102) between Barolo and the present or former auditors of Barolo and the present auditors of Barolo have not provided any material comments or recommendations to Barolo regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by Barolo.
(gg) Barolo does not have any insurance policies in place.
(hh) With respect to each of the Leased Premises, Barolo occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which Barolo occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by Barolo will not afford any of the parties to such leases or any other person the right to terminate any such lease or result in any additional or more onerous obligations under such leases.
(ii) All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by Barolo have been paid, except where the failure to do so would not reasonably be expected to give rise to a material adverse effect or result in an adverse material change to Barolo. All tax returns, declarations and filings required to

be filed by Barolo have been timely filed with all appropriate governmental authorities and no material fact or facts have been omitted therefrom which would make any of them misleading. To the best of the knowledge of Barolo, no examination of any tax return of Barolo is currently in progress and there are no issues or disputes outstanding with any governmental authority respecting any taxes that have been paid, or may be payable, by Barolo, except where such examinations, issues or disputes, individually or collectively, would not reasonably be expected to have a material adverse effect or result in an adverse material change to Barolo.

(jj) Barolo has complied in all material respects with all relevant statutory and regulatory requirements required to be complied with prior to the Closing Time in connection with the Offering. All filings and fees required to be made and paid by Barolo pursuant to Applicable Securities Laws and general corporate law have been made and paid. Barolo is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will have a material adverse effect. Barolo is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and each is licensed, registered or qualified in all jurisdictions in which it is required to be licensed, registered or qualified and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of noncompliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, rules, regulations, licences, registrations and qualifications which could have a material adverse effect on Barolo.
(kk) Neither Barolo nor, to the knowledge of Barolo, any director, officer, employee, consultant, representative or agent thereof has (i) violated any anti-bribery or anti-corruption laws applicable to Barolo, including but not limited to the Foreign Corrupt Practices Act of 1977 (United States) and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any representative of a Governmental Entity ("Government Official"), whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of Barolo in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither Barolo nor, to the knowledge of Barolo, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded Barolo, or any director, officer, employee, consultant, representative or agent thereof violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any

alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging noncompliance with any such laws.

(ll) The operations of Barolo have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of Barolo, threatened.
(mm) To the best of the knowledge of Barolo, other than Scott Ackerman, none of the directors or officers of Barolo are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of Barolo or any other public company.
(nn) None of the directors, officers or employees of Barolo, any known holder of more than 10% of any class of shares of Barolo, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with Barolo which, as the case may be, materially affected, is material to or will materially affect Barolo.
(oo) Other than the Underwriters (or any members of their selling group) pursuant to this Agreement, there is no person acting or purporting to act at the request of Barolo who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the RTO Transaction or transactions contemplated herein or therein.
(pp) The minute books and records of Barolo which Barolo has made available to the Underwriters and Underwriters' counsel, in connection with their due diligence investigation of Barolo for the period from two (2) years prior to the date of examination thereof are true, complete, correct and up to date. All of the minute books and all of the records of Barolo for such period contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.
(qq) Barolo is in compliance in all material respects with its continuous disclosure obligations under Applicable Securities Laws and, without limiting the generality of the foregoing, there has not occurred an adverse material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of Barolo which has not been publicly disclosed. Barolo represents and warrants that the information and statements in the Public Record were true and correct as of the respective dates of such information and statements and at the time such documents were filed on SEDAR, do not contain any misrepresentations and no material facts that have

been omitted therefrom which would make such information materially misleading, and Barolo has not filed any confidential material change reports which remain confidential as at the date hereof. Barolo is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous provisions under Applicable Securities Laws in the other Selling Jurisdiction.

(rr) To the knowledge of Barolo, as of the date hereof, all insider SEDI filings are up to date with respect to Barolo and its current insiders.
(ss) All information which has been prepared by Barolo relating to Barolo, as applicable, and any of its business, properties and liabilities, and either publicly disclosed or provided to the Underwriters including all financial, marketing, sales and operational information provided to the Underwriters and the Public Record is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information misleading.
(tt) With respect to forward-looking information contained in the Public Record:
- (i) Barolo had a reasonable basis for the forward-looking information at the time the disclosure was made;
- (ii) all forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information; and states the material factors or assumptions used to develop forward-looking information; and
- (iii) Barolo has updated such forward-looking information as required by and in compliance with Applicable Securities Laws.

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Osisko Development Corp. — Capital/Financing Update 2020

45981_rns_2020-11-02_d18aba5b-454d-4aa8-a8a1-5683c2812ea5.pdf

UNDERWRITING AGREEMENT

1. Interpretation

2. The Offering

3. Representations, Warranties and Covenants of the Underwriters

4. Covenants

5. Representations and Warranties of the Company

6. Representations and Warranties of the Company and Osisko

7. Representations and Warranties of Osisko

8. Representations and Warranties of Barolo

9. Representations and Warranties and Additional Covenants with respect to the Amalgamation Agreement

10. Conditions to Purchase Obligation

11. Closing

12. Rights of Termination

13. Indemnity

14. Expenses

15. Advertisements

16. Underwriters' Consideration

17. Underwriters' Business

18. Underwriters' Authority and Syndication

19. Survival of Warranties, Representations, Covenants and Agreements

20. General Contract Provisions

email: [email protected]

CANACCORD GENUITY CORP.

NATIONAL BANK FINANCIAL INC.

BMO NESBITT BURNS INC.

EIGHT CAPITAL

CIBC WORLD MARKETS INC.

CREDIT SUISSE SECURITIES (CANADA) INC.

DESJARDINS SECURITIES INC.

RBC DOMINION SECURITIES INC.

SCOTIA CAPITAL INC.

CORMARK SECURITIES INC.

HAYWOOD SECURITIES INC.

INDUSTRIAL ALLIANCE SECURITIES INC.

PARADIGM CAPITAL INC.

PI FINANCIAL CORP.

RAYMOND JAMES LTD.

SPROTT CAPITAL PARTNERS LP

TD SECURITIES INC.

CLARUS SECURITIES INC.

ECHELON WEALTH PARTNERS INC.

OSISKO DEVELOPMENT HOLDINGS INC.

OSISKO GOLD ROYALTIES LTD

BAROLO VENTURES CORP.

Schedule A

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

1. Interpretation

2. Representations, Warranties and Covenants of the Underwriters

3. Representations, Warranties and Covenants of the Company

EXHIBIT I TO SCHEDULE A

UNDERWRITER CERTIFICATE

President's List Purchasers

Schedule C

Contributed Properties

Contributed Securities

Schedule E

Royalty and Stream Agreements

ROYALTY AGREEMENTS AFFECTING THE MATERIAL TRANSFERRED SUBSIDIARIES

Schedule F

Representations andWarranties of the Company

Schedule G

Representations and Warranties of the Company and Osisko

Schedule H

Representations and Warranties of Osisko

Schedule I

Representations andWarranties of Barolo

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Osisko Development Corp. Capital/Financing Update 2020