Osisko Development Corp. — Merger & Acquisition 2020

Nov 3, 2020

AMALGAMATION AGREEMENT

THIS AGREEMENT is made effective as of October 23, 2020.

AMONG:

BAROLO VENTURES CORP., a corporation existing under the laws of the Province of British Columbia

("Barolo")

• and -

1269598 B.C. LTD., a corporation existing under the laws of the Province of British Columbia

("Barolo Subco")

• and -

OSISKO DEVELOPMENT HOLDINGS INC., a corporation existing under the laws of the Province of British Columbia

("Osisko Subco")

WHEREAS:

• A. Barolo is a reporting issuer in the Provinces of British Columbia and Alberta whose shares are listed on the Exchange;
• B. Barolo Subco is a wholly-owned subsidiary of Barolo;
• C. Osisko Subco is a wholly-owned subsidiary of Osisko;
• D. In connection with the transactions contemplated by this Agreement, Osisko has agreed to transfer to Osisko Subco the Contributed Assets, consisting of the direct or indirect ownership interests in certain mining properties, as well as securities of certain publicly-traded securities;
• E. Barolo Subco and Osisko Subco wish to combine their respective businesses by way of a triangular amalgamation, pursuant to which: (i) Barolo Subco will amalgamate with Osisko Subco under Section 269 of the BCBCA (the "Amalgamation") to form one corporation ("Amalco"), (ii) the security holders of Osisko Subco will receive securities of the Resulting Issuer in exchange for their securities of Osisko Subco, and (iii) the transactions will result in a "reverse take-over" of Barolo in accordance with the policies of the Exchange, all in the manner contemplated by and pursuant to the terms and conditions of this Agreement.

THEREFORE this Agreement witnesses that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1 INTERPRETATION AND CONSTRUCTION

1.1 Defined Terms

In this Agreement, unless there is something in the context or subject matter inconsistent therewith, the following words and terms shall have the indicated meanings and grammatical variations of such words and terms shall have corresponding meanings:

• (a) "1933 Act" means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

• (b) "1940 Act" means the Investment Company Act of 1940, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder;

• (c) "Agreement" means this Amalgamation Agreement, as the same may be amended from time to time;

• (d) "Amalco" has the meaning set out in the recitals hereof;

• (e) "Amalco Shares" means common shares in the capital of Amalco;

• (f) "Amalgamating Companies" means Barolo Subco and Osisko Subco;

• (g) "Amalgamation" has the meaning set out in the recitals hereof;

• (h) "Amalgamation Application" means the application of the Amalgamating Companies, in the form attached as Appendix "A" hereto, to be submitted to the Registrar in accordance with Section 275 of the BCBCA;

• (i) "Applicable Securities Laws" means the Securities Act and the regulations thereunder and all other applicable Canadian securities laws;

• (j) "Articles of Continuance" means the articles of continuance of Barolo in respect of the Continuance, as requested by, and in form and substance satisfactory to, Osisko Subco, acting reasonably;

• (k) "Barolo" means Barolo Ventures Corp., a corporation incorporated under the laws of the Province of British Columbia;

• (l) "Barolo Financial Statements" has the meaning set out in Section 7.1(k);

• (m) "Barolo Options" means all options to purchase Barolo Shares outstanding immediately prior to the Effective Time and detailed in Appendix "C" hereto;

• (n) "Barolo Shareholders" means the holders of the Barolo Shares;

• (o) "Barolo Shares" means common shares in the capital of Barolo;

• (p) "Barolo Subco" means 1269598 B.C. Ltd., a corporation existing under the BCBCA and a wholly-owned subsidiary of Barolo;

• (q) "Barolo Subco Shares" means common shares in the capital of Barolo Subco;

• (r) "Barolo Voting Support Agreements" means the voting and support agreements dated the date hereof and made between Osisko and certain shareholders of Barolo, pursuant to which such shareholders agree to support the Amalgamation and the transactions contemplated by this Agreement;

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

• (t) "Business Day" means any day other than a Saturday, Sunday or statutory holiday in each of the Provinces of British Columbia, Ontario or Québec;

• (u) "Certificate of Amalgamation" means a certificate issued by the Registrar pursuant to the BCBCA to evidence the Amalgamation;

• (v) "Closing" has the meaning set out in Section 2.1;

• (w) "Compensation Plan Amendments" has the meaning set out in Section 3.2(e);

• (x) "Confidential Information" has the meaning set out in Section 6.3;

• (y) "Consolidation" means the consolidation of the issued and outstanding Barolo Shares on the basis of one (1) post-consolidation Barolo Share for each sixty (60) pre-consolidation Barolo Shares;

• (z) "Continuance" means the continuance of the Resulting Issuer under the Canada Business Corporations Act following the completion of the Amalgamation;

• (aa) "Continuance Resolution" means a special resolution of the Barolo Shareholders, in form and substance satisfactory to Osisko Subco, acting reasonably, approving the Continuance, the Articles of Continuance and the New By-laws;

• (bb) "Contributed Assets" will have the meaning ascribed thereto in the Osisko Contribution Agreement, and includes the assets set out in Appendix "D" hereto;

• (cc) "Dissent Rights" means the right to dissent provided by Section 238 of the BCBCA;

• (dd) "Directed Selling Efforts" has the meaning ascribed thereto in Regulation S;

• (ee) "Effective Date" means the date of the Amalgamation, as set out on the Certificate of Amalgamation;

• (ff) "Effective Time" means the time on the Effective Date that the Amalgamation becomes effective;

• (gg) "Escrow Release Conditions" has the meaning ascribed thereto in the Osisko Subco Financing Documents;

• (hh) "Exchange" means the TSX Venture Exchange;

• (ii) "Material Adverse Change" means a change, event or occurrence, and "Material Adverse Effect" means, an effect which, in either case, either individually or in the

aggregate, is, or would reasonably be expected to be, material and adverse to the business, operations or capital of Barolo, Barolo Subco or Osisko Subco or that would reasonably be expected to have a significant adverse effect on the market price or value of a security of that company, including adverse changes of material fact, or any other event or development that could reasonably have a significant adverse impact on that company's affairs, operations or financial results;

• (jj) "Name Change" means the change by Barolo of its name to "Osisko Development Corp." (or such other name as may be requested by Osisko, acting reasonably) concurrently with the Amalgamation;

• (kk) "New By-laws" means the new by-laws of the Resulting Issuer, as requested by, and in form and substance satisfactory to, Osisko Subco, acting reasonably, which shall become effective upon the Continuance;

• (ll) "Option Cancellation Agreements" has the meaning set out in Section 3.2(o);

• (mm) "Osisko Contribution Agreement" means the agreement to be entered into between Osisko and Osisko Subco providing for the assignment by Osisko of the Contributed Assets to Osisko Subco;

• (nn) "Osisko" means Osisko Gold Royalties Ltd., a corporation existing under the laws of the Province of Quebec;

• (oo) "Osisko Subco" means Osisko Development Holdings Inc., a corporation existing under the BCBCA and, as of the date hereof, a wholly-owned subsidiary of Osisko;

• (pp) "Osisko Subco Financing" means the private placement of Osisko Subco Subscription Receipts, at a price of $7.50 per Osisko Subco Subscription Receipt, as contemplated by the Osisko Subco Financing Documents;

• (qq) "Osisko Subco Financing Documents" has the meaning set out in Section 7.2(p);

• (rr) "Osisko Subco Shareholders" means the holders of the Osisko Subco Shares;

• (ss) "Osisko Subco Shares" means the common shares in the capital of Osisko Subco;

• (tt) "Osisko Subco Subscription Receipt" means a subscription receipt of Osisko Subco issued in connection with the Osisko Subco Financing, each of which will automatically convert into an Osisko Subco Share and one-half of an Osisko Subco Warrant immediately prior to the Amalgamation upon satisfaction of the Escrow Release Conditions;

• (uu) "Osisko Subco Warrant" means a warrant to acquire an Osisko Subco Share at a price of $10.00 per Osisko Subco Share for a period of 18 months following the Effective Date;

• (vv) "Parties" means Barolo, Barolo Subco and Osisko Subco collectively, and "Party" means any one of them;

• (ww) "Registrar" means the Registrar of Corporations or a Deputy Registrar of Corporations for the Province of British Columbia duly appointed under the BCBCA;

• (xx) "Regulation D" means Regulation D adopted by the SEC under the 1933 Act;

• (yy) "Regulation S" means Regulation S adopted by the SEC under the 1933 Act;

• (zz) "Resulting Issuer" means Barolo following the completion of the Amalgamation and the Name Change;

• (aaa) "Resulting Issuer Shares" means the post-Consolidation Barolo Shares following the completion of the Amalgamation and the Name Change;

• (bbb) "Resulting Issuer Warrant" has the meaning set out in Section 2.3(c);

• (ccc) "SEC" means the United States Securities and Exchange Commission;

• (ddd) "Securities Act" means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder;

• (eee) "Substantial U.S. Market Interest" means substantial U.S. market interest as that term is defined in Regulation S;

• (fff) "Ticker Symbol Change" means the change by Barolo of its ticker symbol from "BVC.H" to "ODV" (or such other ticker symbol as may be requested by Osisko, acting reasonably); and

• (ggg) "United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

1.2 Construction

In this Agreement, unless there is something in the context or subject matter inconsistent therewith:

• (a) the terms "this Agreement", "herein", "hereof" and "hereunder" and similar expressions refer to this Agreement and any supplementary or ancillary agreement, instrument or document hereto, all as may be amended from time to time, and not to any particular article, section or other portion of this Agreement;
• (b) unless otherwise specified, the word "Section" followed by a number refers to the specified Section of this Agreement;
• (c) any reference to a currency shall refer to Canadian currency unless otherwise specifically referenced;
• (d) words importing the singular shall include the plural, and vice versa; words importing gender shall include the opposite gender; words importing natural persons shall include corporations, partnerships, trusts and other legal entities, and vice versa; and words importing a particular form of legal entity shall include all other forms of legal entities interchangeably; and
• (e) the division of this Agreement into Articles, sections, subsections, paragraphs and other subdivisions, and the use of headings, are for ease of reference only and shall not affect the interpretation or construction hereof.

1.3 Date for Any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.4 Appendices

The following appendices are hereby incorporated in and form part of this Agreement:

• (a) Appendix "A" Amalgamation Application
• (b) Appendix "B" Articles of Amalco
• (c) Appendix "C" Issued and Outstanding Securities (and obligations to issue securities) of Barolo, Barolo Subco, and Osisko Subco
• (d) Appendix "D" Contributed Assets

ARTICLE 2 THE AMALGAMATION

2.1 Agreement to Amalgamate

The Amalgamating Companies agree to effect the Amalgamation under Section 269 of the BCBCA on the terms and conditions set out herein, and to continue as one corporation as of the Effective Time.

The Parties shall determine the Effective Date and Effective Time by mutual agreement, it being agreed that the Amalgamation Application shall not be filed with the Registrar, and the Amalgamation shall not become effective, until after the delivery and release of documents pursuant to Article 4 (the "Closing"). Forthwith upon the Closing, the Amalgamating Parties shall cause the Amalgamation Application to be filed with the Registrar, so that the Amalgamation shall become effective at the time the Amalgamation Application is filed with the Registrar, in accordance with Section 279(a) of the BCBCA.

For the avoidance of doubt, the Closing and filing of the Amalgamation Application shall not occur until after each of the following events have occurred: (i) the Consolidation; (ii) the transfer of the Contributed Assets by Osisko to Osisko Subco; and (iii) the satisfaction of the Escrow Release Conditions and the conversion of the Osisko Subco Subscription Receipts into Osisko Subco Shares and Osisko Subco Warrants.

Each of the Parties agrees to act in good faith and use all commercially reasonable efforts to take and do, or cause to be taken and done, all acts and other things necessary, proper or advisable to obtain all necessary approvals to complete the Amalgamation and the other transactions contemplated hereby in accordance with the terms and conditions hereof and applicable laws, and to cooperate with each other in connection therewith.

2.2 Effect of Amalgamation

The Parties hereby agree to effect the Amalgamation under Section 269 of the BCBCA pursuant to which the Amalgamating Companies will amalgamate and continue as one corporation following the Effective Time. For greater certainty, upon the Amalgamation becoming effective, the following shall occur and shall be deemed to occur without any further act or formality:

• (a) the Amalgamating Companies shall be amalgamated and shall continue as one corporation on the terms and conditions prescribed in this Agreement
• (b) Amalco shall have, as its Articles, the Articles attached hereto as Appendix "B", provided that those Articles have been signed by one or more of the individuals identified in this Agreement as the directors of Amalco;
• (c) Amalco shall become capable immediately of exercising the functions of an incorporated company;
• (d) the shareholders of Amalco shall have the powers and liability provided in the BCBCA;
• (e) each shareholder of each of the Amalgamating Companies shall be bound by this Agreement;
• (f) the property, rights and interests of each of the Amalgamating Companies shall continue to be the property, rights and interests of Amalco;
• (g) Amalco shall continue to be liable for the obligations of each of the Amalgamating Companies;
• (h) an existing cause of action, claim or liability to prosecution is unaffected;
• (i) a legal proceeding being prosecuted or pending by or against either of the Amalgamating Companies may be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and
• (j) a conviction against, or a ruling, order or judgment in favour for or against either of the Amalgamating Companies may be enforced by or against Amalco;

2.3 Exchange of Shares Pursuant to Amalgamation

Pursuant to the Amalgamation, the issued and outstanding Barolo Subco Shares and Osisko Subco Shares immediately prior to the Effective Time shall, at the Effective Time, be exchanged or cancelled as follows:

• (a) each Barolo Subco Share issued and outstanding at the Effective Time shall be exchanged for one fully paid and non-assessable Amalco Share, and thereafter all the Barolo Subco Shares shall be cancelled without any repayment of capital in respect thereof;
• (b) each Osisko Subco Share issued and outstanding at the Effective Time (including, for the avoidance of doubt, the Osisko Subco Shares issued upon conversion of the Osisko Subco Subscription Receipts) shall be exchanged for one fully paid and non-assessable Resulting Issuer Share, free and clear of any and all encumbrances, liens, charges, demands of any kind and nature, and thereafter all of the Osisko Subco Shares shall be cancelled without any repayment of capital in respect thereof; and
• (c) each Osisko Subco Warrant issued and outstanding at the Effective Time (including, for the avoidance of doubt, the Osisko Subco Warrants issued upon conversion of the Osisko Subco Subscription Receipts) shall, in accordance with its terms, be exchanged for one warrant of the Resulting Issuer entitling the holder to acquire one Resulting Issuer Share at

an exercise price of $10.00 per Resulting Issuer Share for a period of 18 months from the Effective Date (each, a "Resulting Issuer Warrant").

2.4 Capital Additions

In accordance with Section 73 of the BCBCA, upon the exchange of shares contemplated by Sections 2.3(a) and 2.3(b):

• (a) there shall be added to the capital account maintained by Amalco for the Amalco Shares, in respect of the Amalco Shares issued to the Resulting Issuer in accordance with Section 2.3(a), an amount equal to the aggregate capital of the Barolo Subco Shares outstanding immediately prior to the Effective Time; and
• (b) there shall be added to the capital account maintained by the Resulting Issuer for the Resulting Issuer Shares, in respect of the Resulting Issuer Shares issued to the former holders of Osisko Subco Shares in accordance with Section 2.3(b), an amount equal to the aggregate capital of the Osisko Subco Shares outstanding immediately prior to the Effective Time (including, for the avoidance of doubt, the Osisko Subco Shares issued upon conversion of the Osisko Subco Subscription Receipts).

2.5 Waiver of Dissent Rights by Barolo

Barolo, being the sole shareholder of Barolo Subco and having full notice and knowledge of the Dissent Rights and the details of the Amalgamation, hereby waives its Dissent Rights in respect of the Amalgamation in accordance with Section 239 of the BCBCA.

2.6 Certificates

After the Effective Time,

• (a) the registrar and transfer agent of Barolo shall forward or cause to be forwarded by first class mail (postage prepaid) to the former Osisko Subco Shareholders, at the address specified in the central securities register maintained by Osisko Subco, DRS statements or share certificates issued by such transfer agent evidencing the number of Resulting Issuer Shares issued to such Osisko Subco Shareholder pursuant to the Amalgamation, and all share certificates representing Osisko Subco Shares outstanding immediately prior to the Effective Time shall represent only the right of the registered holder thereof to receive Resulting Issuer Shares in accordance with this Agreement; and
• (b) the warrant agent of the Resulting Issuer shall forward or cause to be forwarded by first class mail (postage prepaid) to the former holders of Osisko SubcoWarrants, at the address specified in the central securities register maintained by Osisko Subco, warrant certificates issued by such warrant agent evidencing the number of Resulting Issuer Warrants issued to such former holders of Osisko Subco Warrants pursuant to the Amalgamation, and all warrant certificates representing Osisko Subco Warrants outstanding immediately prior to the Effective Time shall represent only the right of the registered holder thereof to receive Resulting Issuer Warrants in accordance with this Agreement.

2.7 Initial Amalco Corporate Matters

At the Effective Time, and thereafter subject to such change as may be properly effected under the BCBCA and the Articles of Amalco, as the case may be:

• (a) Name. The name of Amalco shall be "Osisko Development Holdings Corp.", or such other name as Barolo and Osisko Subco shall agree.
• (b) Registered Office. The registered and records office of Amalco shall be Suite 2500 Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.
• (c) First Director. The first director of Amalco shall be Sean Evan Otto Roosen at the address of 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montreal QC H3B 2S2 Canada, unless otherwise agreed by Barolo and Osisko Subco.
• (d) Authorized Capital. The authorized capital of Amalco shall consist of an unlimited number of common shares without par value, with the rights and restrictions set out in the Articles of Amalco, if any.
• (e) Restrictions on Business. There shall be no restrictions on the business that Amalco may carry on.
• (f) Restrictions on Share Transfer. Unless and for so long as Amalco is not a public company, no Amalco Shares may be transferred without the written consent of the directors of Amalco, which consent may be withheld at their sole discretion and without reason therefor.
• (g) Fiscal Year. The fiscal year end of Amalco shall be December 31.
• (h) Auditor. The auditor of Amalco shall be the auditor of the Resulting Issuer, unless the appointment of an auditor is waived.
• (i) Amalgamation Application. The form of the Amalgamation Application to be filed with the Registrar in connection with the Amalgamation, including the form of Amalco's Notice of Articles, shall be in the form attached hereto as Appendix "A".
• (j) Articles of Amalco. A copy of the Articles of Amalco, signed by the individual referred to in subsection (c) above, is attached hereto as Appendix "B".

2.8 Treatment of Restricted Securities under the 1933 Act

The Parties agree that the Resulting Issuer Shares to be issued to Osisko Subco Shareholders in the United States in connection with the Amalgamation will be "restricted securities" within the meaning of Rule 144 of the 1933 Act.

ARTICLE 3 CONDITIONS PRECEDENT TO THE AMALGAMATION

3.1 Mutual Conditions Precedent

Each party's obligation to satisfy their respective covenants herein and consummate the Amalgamation and other transactions contemplated herein is subject to the satisfaction, on or before the Effective Date (or such

other date as otherwise may be specifically indicated), of the following conditions, any of which may be waived by mutual consent of the parties subject to the satisfaction or in absence of such further conditions with respect to the giving of such waiver, and without prejudice to their rights to rely on one or more other conditions precedent:

• (a) each of Barolo Subco and Osisko Subco shall have received the requisite approval of their respective shareholders for the adoption of this Agreement and the completion of the Amalgamation as required by the BCBCA;
• (b) the Osisko Subco Financing shall have been completed for gross proceeds of not less than $50,000,000 (or such lesser amount as the parties may agree to in writing, provided that the gross proceeds of the Osisko Subco Financing shall be sufficient to ensure that, following the Amalgamation, the Resulting Issuer has sufficient working capital, on a consolidated basis, to meet the minimum listing requirements prescribed by the Exchange);
• (c) the Escrow Release Conditions shall have been satisfied and the Osisko Subco Subscription Receipts shall have been converted into Osisko Subco Shares and Osisko Subco Warrants in accordance with the Osisko Subco Financing Documents;
• (d) the conditional approval of the Exchange for the listing thereon of the Resulting Issuer Shares to be issued to Osisko Subco Shareholders pursuant to Section 2.3(b), shall have been received;
• (e) the issuance of the Resulting Issuer Shares to Osisko Subco Shareholders pursuant to Section 2.3(b) shall be exempt from the prospectus and registration requirements of Applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under Applicable Securities Laws and shall not be subject to resale restrictions under Applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.5 of National Instrument 45-102 – Resale of Securities);
• (f) all other approvals, consents and orders that are necessary or advisable for the consummation of the Amalgamation or other transactions contemplated herein, shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to each of the parties hereto, acting reasonably;
• (g) there shall not be in force any prohibition at law, order or decree restraining or enjoining the consummation of the Amalgamation or other transactions contemplated herein; and
• (h) this Agreement shall not have been terminated pursuant to Article 5.

3.2 Osisko Subco Conditions Precedent

The obligation of Osisko Subco to satisfy its covenants herein and consummate the Amalgamation and other transactions contemplated herein is subject to the satisfaction, prior to the Effective Time of the following conditions, all of which are for the benefit of Osisko Subco and any of which may be waived by Osisko Subco (subject to the satisfaction of, or in absence of, such further conditions with respect to the giving of such waiver) without prejudice to its rights to rely on one or more other conditions precedent:

(a) the representations and warranties of Barolo and Barolo Subco in Section 7.1 shall be true and correct in all material respects as at the Effective Time;

• (b) all covenants and obligations of Barolo and Barolo Subco required to be performed, satisfied and observed prior to or at the Effective Time shall have been performed, satisfied and observed in all material respects;
• (c) Barolo Subco shall have delivered to Osisko Subco all of the documents set out in Section 4.2;
• (d) Barolo shall have received (i) a resolution of the board of directors of Barolo, and (ii) a written resolution of holders of not less than 85% of the issued and outstanding Barolo Shares, in each case approving the Consolidation, and the Consolidation shall have become effective so that immediately prior to the Effective Time the number of issued and outstanding Barolo Shares shall not exceed 233,405 Barolo Shares;
• (e) Barolo shall have adopted, and the Barolo Shareholders shall have approved, new equity compensation plans(including a stock option plan, restricted share unit plan, deferred share unit plan and employee share purchase plan) as requested by, and in form and substance satisfactory to, Osisko Subco, acting reasonably (the "Compensation Plan Amendments"), which Compensation Plan Amendments shall become effective at the Effective Time;
• (f) the Barolo Shareholders shall have approved the Continuance Resolution, the Name Change and the Compensation Plan Amendments;
• (g) each of Barolo and Barolo Subco shall have completed such acts and delivered to Osisko Subco such documents and other information as Osisko Subco, and any other regulatory authority or body having jurisdiction, shall have reasonably requested or required, including, without limitation, any acts or documents required to effect the Amalgamation, the Consolidation, the Name Change, the Ticker Symbol Change, the Continuance, the Articles of Amendment, the New By-laws and the Compensation Plan Amendments;
• (h) neither Barolo nor any of its securities shall be the subject of any cease trade order or regulatory enquiry or investigation in any jurisdiction;
• (i) there shall have been no Material Adverse Changes with respect to Barolo or Barolo Subco between the date of signing this Agreement and the Effective Time;
• (j) the Barolo Voting Support Agreements shall not have been terminated or otherwise breached in any material manner by any of the parties thereto such that, as a result of such breach or termination, the requisite shareholders approvals required in connection with the Amalgamation (including, without limitation, the requisite approval of the Barolo Shareholders for the adoption of this Agreement, the completion of the Amalgamation, the Continuance and the Consolidation) are not obtained;
• (k) none of the Barolo Shareholders shall have exercised Dissent Rights;
• (l) each of the employees and directors of Barolo having delivered a termination and release agreement on terms satisfactory to Osisko Subco, acting reasonably, which, among other things, irrevocably and unconditionally releases, acquits and forever discharging Barolo and its agents, partners, officers, directors, insurers, servants, employees, successors and assigns of and from all actions, claims and demands of any and every kind whatsoever arising out of (A) such employee's employment agreement or arrangement with Barolo or

such director's tenure on the Board, as the case may be, and (B) the termination of such employee's employment agreement or arrangement with Barolo, including any and all claims for damages, salary, wages, benefits, termination pay, termination notice, severance pay, vacation pay, commissions, bonuses, expenses, allowances, incentive payments and change of control payments;

• (m) the Exchange shall not have objected to the election of the individuals referred to in Section 4.2(j) to the board of directors of the Resulting Issuer, and such persons shall have been elected and appointed to the board of directors of Barolo at or prior to the Effective Time;
• (n) the Exchange shall not have objected to the appointment of the individuals referred to in Section 4.2(l) to the management of the Resulting Issuer, and such persons shall have been elected to the management of Barolo at or prior to the Effective Time; and
• (o) the outstanding Barolo Options shall have been surrendered by the holders thereof for cancellation prior to the Effective Time, and each holder of Barolo Options shall have delivered option cancellation agreements in form and substance satisfactory to Osisko Subco, acting reasonably (the "Option Cancellation Agreements").

3.3 Barolo and Barolo Subco's Conditions Precedent

The obligation of Barolo and Barolo Subco to satisfy their respective covenants herein and consummate the Amalgamation and other transactions contemplated herein is subject to the satisfaction, on or before the Effective Time, of the following conditions, all of which are for the benefit of Barolo and Barolo Subco and any of which may be waived by Barolo and Barolo Subco (subject to the satisfaction of, or in absence of, such further conditions with respect to the giving of such waiver) without prejudice to their rights to rely on one or more other conditions precedent:

• (a) the representations and warranties of Osisko Subco in Section 7.2 shall be true and correct in all material respects as at the Effective Time;
• (b) all covenants and obligations of Osisko Subco required to be performed, satisfied and observed prior to or at the Effective Time shall have been performed, satisfied and observed in all material respects;
• (c) Osisko Subco shall have delivered to Barolo Subco all of the documents set out in Section 4.3;
• (d) Osisko shall have contributed the Contributed Assets to Osisko Subco in accordance with the Osisko Contribution Agreement;
• (e) there shall be no material action, cause of action, claim, demand, suit, investigation or other proceedings in progress, pending or threatened against or affecting Osisko Subco or Osisko Subco's respective officers and directors, at law or in equity, or before any governmental department, commission, or agency, which involve the reasonable likelihood of any judgment or liability against Osisko Subco;
• (f) Osisko Subco shall have delivered to Barolo a list of all Osisko Subco Shareholders (including the holders of Osisko Subco Subscription Receipts who are entitled to receive Osisko Subco Shares upon satisfaction of the Escrow Release Conditions), together with

the number of Osisko Subco Shares held by each of them immediately prior to the Effective Time (assuming the conversion of all of the Osisko Subco Subscription Receipts into Osisko Subco Shares prior to the Effective Time), certified to be complete and accurate in all respects by a director or senior officer of Osisko Subco;

• (g) Osisko and Osisko Subco shall have completed such acts and delivered to Barolo Subco such documents and other information as Barolo Subco, and any other regulatory authority or body having jurisdiction, shall have reasonably requested or required;
• (h) none of the Osisko Subco Shareholders shall have exercised Dissent Rights; and
• (i) there shall have been no Material Adverse Changes with respect to Osisko Subco between the date of signing this Agreement and the Effective Time.

ARTICLE 4 CLOSING

4.1 Time and Place of Closing

The Closing shall take place on the Effective Date at 9:30 a.m. (Vancouver time), or as soon as reasonably practicable thereafter, on such date and at such place as Barolo and Osisko Subco may mutually agree.

For the avoidance of doubt, the filing of the Amalgamation Application shall not occur until after the Closing has occurred. Forthwith upon the Closing, the Amalgamating Parties shall cause the Amalgamation Application to be filed with the Registrar, so that the Amalgamation shall become effective at the time the Amalgamation Application is filed with the Registrar, in accordance with Section 279(a) of the BCBCA.

4.2 Barolo Subco Deliveries at Closing

At the Closing, Barolo Subco shall deliver to Osisko Subco:

• (a) a certificate signed by a director or senior officer of Barolo Subco confirming (i) that all of the mutual conditions precedent to the Amalgamation in Section 3.1 and all of the conditions precedent to the Amalgamation for the benefit of Barolo and Barolo Subco in Section 3.3 have been satisfied or waived by Barolo and Barolo Subco, and (ii) that all of the representations and warranties of Barolo and Barolo Subco in Section 7.1 are true and correct as if they had been made at the Effective Time;

• (b) a certified copy of the Barolo directors' resolutions evidencing the approval of Barolo of the Amalgamation, the entering into of this Agreement and all matters related to the Amalgamation;

• (c) a certified copy of the Barolo Subco directors' resolutions evidencing the approval of Barolo Subco of the Amalgamation, the entering into of this Agreement and all matters related to the Amalgamation;

• (d) a certified copy of the resolutions of the sole shareholder of Barolo Subco evidencing such shareholder's adoption of this Agreement and approval of the Amalgamation;

• (e) a certified copy of the Articles of Barolo;

• (f) a certified copy of the Barolo director's resolutions evidencing the approval of the Consolidation prior to the Effective Time;

• (g) a certified copy of a written resolution, in form and substance satisfactory to Osisko Subco and the Exchange, of holders of not less than 85% of the issued and outstanding Barolo Shares evidencing the approval of the Consolidation prior to the Effective Time;

• (h) a certified copy of the central securities register of Barolo evidencing that the number of issued and outstanding Barolo Shares as of the Effective Date (before giving effect to the Amalgamation) does not exceed 233,405 Barolo Shares;

• (i) a certified copy of the Barolo Shareholders' resolution and scrutineer's report evidencing the Barolo Shareholders' approval of the Continuance Resolution, the Name Change and the Compensation Plan Amendments;

• (j) a certified copy of the Barolo Shareholders' resolution and scrutineer's report evidencing the Barolo Shareholders' approval of the appointment of following individuals to the board of directors of the Resulting Issuer effective as of the Effective Time:

  • (i) Sean Roosen;
  • (ii) Charles Page;
  • (iii) John Burzynski;
  • (iv) Joanne Ferstman;
  • (v) Michele McCarthy;
  • (vi) Duncan Middlemiss;
  • (vii) Eric Tremblay; and
  • (viii) any such additional individual or individuals, if any, as Barolo and Osisko Subco may agree to, subject to applicable requirements of the BCBCA and the Articles of Barolo;

• (k) copies of resignations from Scott Ackerman, Brent Ackerman and Rick Cox as members of the board of directors and management of Barolo effective as of the Effective Time;

• (l) evidence satisfactory to Osisko Subco that effective upon the Closing, the management of the Resulting Issuer shall be reconstituted to comprise the following persons:

  • (i) Sean Roosen Chairman of the Board and Chief Executive Officer;
  • (ii) Benoit Brunet Chief Financial Officer and Corporate Secretary;
  • (iii) Luc Lessard Chief Operating Officer;
  • (iv) Chris Lodder President; and
  • (v) such other persons agreeable to both Barolo and Osisko Subco;

• (m) evidence satisfactory to Osisko Subco that Barolo has received conditional approval of the Exchange for the Amalgamation and the listing of the Resulting Issuer Shares to be issued to Osisko Subco Shareholders pursuant to Section 2.3(b) on the Exchange;

• (n) evidence satisfactory to Osisko Subco that Barolo has received conditional approval of the Exchange for the Name Change and the Ticker Symbol Change;

• (o) the share certificates or DRS statements representing the Resulting Issuer Shares to be issued to Osisko Subco Shareholders pursuant to Section 2.3(b);

• (p) the warrant certificates representing the Resulting Issuer Warrants to be issued to holders of Osisko Subco Warrants pursuant to Section 2.3(c);

• (q) duly executed Option Cancellation Agreements from each former holder of Barolo Options;

• (r) the Amalgamation Application duly executed by Barolo Subco; and

• (s) such other documents and instruments in connection with the Closing as may be reasonably requested by Osisko Subco.

4.3 Osisko Subco Deliveries at Closing

At the Closing, Osisko Subco shall deliver to Barolo Subco:

• (a) a certificate signed by a director or senior officer of Osisko Subco confirming (i) that all of the mutual conditions precedent to the Amalgamation in Section 3.1 and all of the conditions precedent to the Amalgamation for the benefit of Osisko Subco in Section 3.2 have been satisfied or waived by Osisko Subco, and (ii) that all of the representations and warranties of Barolo and Barolo Subco in Section 7.1 are true and correct as if they had been made at the Effective Time;
• (b) a certified copy of the Osisko Subco directors' resolutions or other documentation evidencing the approval of Osisko Subco of the Amalgamation, the entering into of this Agreement and all matters related to the Amalgamation;
• (c) a certified copy of the shareholders' resolutions of Osisko Subco evidencing the adoption of this Agreement and approval of the Amalgamation;
• (d) a list of all Osisko Subco Shareholders holders of Osisko Subco Warrants (including the holders of Osisko Subco Subscription Receipts whose Osisko Subco Subscription Receipts will be converted into Osisko Subco Shares and Osisko Subco Warrants upon satisfaction of the Escrow Release Conditions), including the amount of the Osisko Subco Shares and Osisko Subco Warrants, as applicable, held by each of them immediately prior to the Effective Time, certified to be complete and accurate in all respects by a director or senior officer of Osisko Subco;
• (e) the minute books and corporate records of Osisko Subco (which shall thereafter form part of the pre-Amalgamation minutes and corporate records of Amalco);
• (f) the Amalgamation Application duly executed by Osisko Subco; and

(g) such other documents and instruments in connection with the Closing as may be reasonably requested by Barolo or Barolo Subco.

ARTICLE 5 TERMINATION

5.1 Right to Terminate

This Agreement may be terminated, at any time prior to the Effective Time, by the mutual consent of the parties or, in the following circumstances, by written notice given by the terminating party to the other parties hereto:

• (a) by either of Barolo or Osisko Subco, if the Effective Time has not occurred on or before 5:00 p.m. on January 31, 2021, or such other date as mutually agreed to between Osisko Subco and Barolo; or
• (b) by either of Barolo or Osisko Subco (the "Non-Defaulting Party"), if the other party (which, in the case of Barolo, shall include Barolo Subco) is in default (the "Defaulting Party") of any covenant on its part to be performed hereunder, and the Non-Defaulting Party has given written notice (the "Default Notice") of such default to the Defaulting Party and the Defaulting Party has failed to cure such default within fourteen (14) days of the Default Notice,

and in such event, each party hereto shall be released from all obligations under this Agreement without liability, provided that such release without liability shall not apply if such termination is a result of the party's failure to perform, satisfy or observe in good faith its obligations to be performed, satisfied or observed hereunder.

5.2 Effect of Termination

Notwithstanding Section 5.1, each party's right of termination under this Article 5 is in addition to and not in derogation of or limitation to any other rights, claims, causes of action or other remedy that such party may have under this Agreement or otherwise at law with respect to any misrepresentation or breach of covenant or indemnity contained herein.

ARTICLE 6 CONDUCT PRIOR TO CLOSING

6.1 Conduct of Business

From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, and except as expressly contemplated by this Agreement, each party hereto shall conduct its business, affairs and operations in the ordinary and usual course consistent with past practices and shall not:

(a) enter into (or terminate) any material contract or material transaction, except where any such material contract relates to the establishment of Osisko Subco's business necessary to meet the listing criteria of the Exchange (including, for the avoidance of doubt, entering into the Osisko Contribution Agreement);

• (b) expend any material amount of funds or incur any material liabilities or obligations, except to the extent such expenses relate to the transactions contemplated by this Agreement, or are necessary for the establishment of Osisko Subco's business;
• (c) issue any securities other than in accordance with the Osisko Contribution Agreement or pursuant to the Osisko Subco Financing; or
• (d) otherwise take any other action with the intent or foreseeable effect of leading to any of the foregoing,

without first obtaining the written of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

For greater clarity, transactions outside the ordinary course include, but are not limited to: dividends or other distributions to shareholders (other than ordinary course compensation for services); the issuance of equity or voting securities or securities convertible into equity or voting securities, other than in connection with the exercise of options or warrants outstanding on the date of this Agreement, or entering into any agreement with respect to the issuance of such securities; entering into any employment or other agreement that contains a "change of control", severance, or similar provision that provides for a payment, or acceleration or modification of any rights or obligations, upon, or following, a termination or a change of control of Barolo; payment to suppliers or collection of accounts receivable in a manner inconsistent with past practices; factoring of accounts receivable; and related-party transactions inconsistent with past practice.

6.2 Non-Solicitation

• (a) Neither Barolo nor any of its associates or affiliates, or their respective representatives or advisors, will, at any time from the date hereof solicit, encourage, discuss, negotiate or entertain any proposals from or provide financial, operating or any other non-public information to, any party other than Osisko. Barolo and its associates and affiliates, and their respective representatives and advisors, will immediately:

  • (i) cease and terminate existing discussions, conversations, negotiations and other communications with any persons currently conducted with respect to any of the foregoing; and
  • (ii) notify Osisko regarding any contact between Barolo or any of its associates or affiliates, or their respective representatives or advisors, and any person regarding any such offer, proposal or inquiry.

• (b) Neither Osisko, nor any of its associates or affiliates, or their respective representatives or advisors, will, at any time from the date hereof solicit, encourage, discuss, negotiate or entertain any proposals from or provide financial, operating or any other non-public information relating to the Contributed Assets, to any party other than Barolo, except (i) as required in connection with the Osisko Subco Financing, or (ii) in furtherance of any matter which does not impede with the completion of the Amalgamation or any other matter contemplated under this Agreement. Osisko and its associates and affiliates, and their respective representatives and advisors, will immediately:

• (i) cease and terminate existing discussions, conversations, negotiations and other communications with any persons currently conducted with respect to any of the foregoing; and

• (ii) notify Barolo regarding any contact between Osisko or any of its associates or affiliates, or their respective representatives or advisors, and any person regarding any such offer, proposal or inquiry.

Notwithstanding the foregoing, each party shall forthwith disclose to the other party any material updates or facts that materially affect, or would reasonably be expected to materially affect, the ability of such party to consummate the Amalgamation or any other matter contemplated under this Agreement. Furthermore, nothing herein contained shall be interpreted as limiting the directors of any party from performing their fiduciary duties as directors under applicable law.

6.3 Access to Information; Use and Confidentiality

From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, each party hereto shall give to the other parties full access during normal business hours to all directors, officers, employees, consultants, properties, assets, contracts, books, accounts, records and other information, data and documents pertaining to the party and its business, affairs, operations, properties, assets, liabilities and financial condition ("Confidential Information"), always provided that such access shall not materially interfere with the normal business operations of the person. Upon the termination of this Agreement for any reasons, any party in receipt of Confidential Information shall promptly return same to the originating party together with any copies thereof and any other information, data and documents in any form produced, made or derived therefrom.

Confidential Information to which a party receives access to or is given in accordance herewith shall be used solely for the purpose of completing the Amalgamation and shall be treated on a strictly confidential basis, except any such information, data and documents which has been previously or has become generally disclosed to the public other than through a breach of this confidentiality provision, or that is required to be disclosed by a court of competent jurisdiction. The parties agree to restrict access to Confidential Information on a need to know basis and to take all appropriate steps to safeguard against the accidental disclosure or improper use of Confidential Information.

6.4 Public Disclosure

All public announcements regarding this Agreement or the Amalgamation shall be subject to review and reasonable consultation of all parties hereto as to form, content and timing, before public disclosure, always provided that a party shall be entitled to make such public announcement if required by applicable law or regulatory requirements to immediately do so and it has taken reasonable efforts to comply herewith.

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Barolo and Barolo Subco

Each of Barolo and Barolo Subco, jointly and severally represents and warrants to Osisko Subco that:

Organization

(a) it is incorporated or otherwise formed under the laws of British Columbia, is a valid and existing company, and, with respect to the filing of annual reports, is in good standing and, apart from the Amalgamation and transactions contemplated by this Agreement, no proceedings have been taken or authorized by Barolo or Barolo Subco in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Barolo or Barolo Subco;

Authorization and Approvals

• (b) it has all requisite corporate power and capacity and has taken all necessary corporate action to authorize it to execute and deliver this Agreement and perform its obligations hereunder, and this Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms of this Agreement, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
• (c) its execution and delivery of this Agreement and its performance of its obligations hereunder does not and shall not result in the breach of, constitute a default under or conflict with: (i) any provision of its constating documents; (ii) any resolutions of its shareholders or directors; (iii) any statute, rule or regulation applicable to it or its property; (iv) any order, decree or judgment of a court or regulatory authority or body having jurisdiction over it or its property; (v) any mortgage, indenture, agreement or other commitment to which it is a party or it or its property is bound; or (vi) any agreement which would permit any party to that agreement to terminate such agreement or accelerate the maturity of any indebtedness of Barolo or Barolo Subco, or that would result in the creation or imposition of any encumbrance of the Barolo Shares or the assets of Barolo or Barolo Subco;
• (d) all consents, approvals, permits, authorizations or filings as may be required for the execution and delivery of this Agreement, and the completion of the Amalgamation contemplated herein, have been obtained or shall have been obtained prior to the Closing;

Conduct of Business

• (e) it has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its property and assets, and it is duly and appropriately registered, licensed and otherwise qualified to carry on its business and to own, lease and operate its property and assets and is in good standing in all material respects in each jurisdiction where it carries on business or owns, leases or operates its property or assets;
• (f) it has complied with and is in compliance, in all material respects, with all applicable laws, and has all material licences, permits, orders or approvals of, and has made all required registrations with, any governmental or regulatory body that are material to the conduct of its business;
• (g) it currently has no active business operations;

Assets / Liabilities

• (i) it does not own any property or assets, other than cash or cash equivalents;
• (j) it does not lease any property or premises and is not required to make any payments in connection with its use or occupation of any property or premises;
• (k) it has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) liabilities and obligations that are specifically disclosed in the audited annual financial statements of Barolo (including any related notes thereto) for the fiscal years ended May 31, 2020 and May 31, 2019 (the "Barolo Financial Statements"); or (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since May 31, 2020 that are not and would not, individually or in the aggregate with all other liabilities and obligations of Barolo and Barolo Subco (other than those disclosed in the Barolo Financial Statements), reasonably be expected to have a Material Adverse Effect in respect of Barolo or Barolo Subco, or, as a consequence of the consummation of this Agreement, have a Material Adverse Effect in respect of Barolo or Barolo Subco;
• (l) Barolo has no subsidiaries other than Barolo Subco;
• (m) it has no reasonable grounds for believing that any creditor of Barolo Subco will be prejudiced by the Amalgamation;

Financial Statements

• (n) the Barolo Financial Statements have been prepared in accordance with the International Financial Reporting Standards, present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of Barolo as of the date thereof, and there have been no adverse material changes in the financial position of Barolo since the date thereof and the business of Barolo has been carried on in the usual and ordinary course consistent with past practice since the date thereof;
• (o) the financial books and records and accounts of Barolo, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Barolo, and (iii) accurately and fairly reflect the basis for the Barolo Financial Statements;

Absence of Material Adverse Effect / Change

• (p) since May 31, 2020, except as disclosed in the Barolo Financial Statements for the fiscal year ended May 31, 2020, there has not been:
  • (i) any change in the financial condition, operations, results of operations, or business of Barolo, nor has there been any occurrence or circumstances which, to its knowledge, with the passage of time might reasonably be expected to have a

Material Adverse Effect on the business or operations of Barolo or Barolo Subco; or

(ii) any loss, labour trouble, or other event, development or condition of any character (whether or not covered by insurance) suffered by which, to its knowledge, has had, or may reasonably be expected to have, a Material Adverse Effect on the business or operations of Barolo or Barolo Subco;

Share Capital

• (q) the authorized and issued share capital of each of Barolo and Barolo Subco is as set out in Appendix "C" hereto;
• (r) other than as set out in Appendix "C":
  • (i) there are no options, warrants, rights, privileges or agreements requiring Barolo or Barolo Subco to sell, or otherwise issue (by exercise, conversion, exchange or otherwise), whether directly or indirectly, any of its unissued shares, other than any issuance of shares contemplated by Section 2.3; and
  • (ii) other than in connection with the Consolidation, there are no rights, privileges or agreements requiring Barolo or Barolo Subco to repurchase, redeem, retract or otherwise acquire, whether directly or indirectly, any of its issued shares or other securities;

Securities Matters

• (s) the Barolo Shares are listed on the NEX board of the Exchange;

• (t) Barolo is a reporting issuer in good standing in the Provinces of British Columbia and Alberta, is not in material default of any requirement of any applicable securities laws or the requirements of the Exchange, and neither Barolo nor any of its securities are the subject of any cease trade order or regulatory enquiry or investigation in any jurisdiction;

• (u) Barolo has filed all material documents or information required to be filed by it under Applicable Securities Laws since January 1, 2019 on the System for Electronic Document Analysis and Retrieval (SEDAR) website and as of their respective dates, all such information and materials filed by Barolo with the securities commissions (or equivalent other provincial securities regulator) in each of the Provinces of British Columbia and Alberta, and which are available through the SEDAR website as of the date hereof (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and complied in all material respects with all applicable legal and stock exchange requirements;

• (v) no securities commission or other authority of any government or self-regulatory organization, including without limitation the Exchange, has issued any order preventing the Amalgamation or the sale or trading of any securities of Barolo, and, to the knowledge of Barolo, no proceedings for such purpose are pending or threatened;

• (x) Computershare Investor Services Inc. has been duly appointed as the registrar and transfer agent of Barolo;

• (y) Barolo Subco is not a reporting issuer or equivalent in any jurisdiction and has not contravened any applicable securities laws of any jurisdiction, including without limitation in relation to the issuing of its shares or any other securities;

Litigation

• (z) there is no claim, action, proceeding or, to the knowledge of Barolo and Barolo Subco, investigation that has been commenced or is pending or, to the knowledge of Barolo and Barolo Subco, threatened against Barolo or Barolo Subco or affecting any of its property or assets before any governmental entity or regulatory bodywhich, if determined adversely to Barolo or Barolo Subco, as the case may be, would, individually or in the aggregate:
  • (i) reasonably be expected to result in liability to Barolo or Barolo Subco in excess of $10,000 or have a Material Adverse Effect in respect of Barolo or Barolo Subco, nor is Barolo or Barolo Subco aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success; or
  • (ii) reasonably be expected to prevent or materially delay the consummation of the Amalgamation and the transactions contemplated thereby;
• (aa) neither it, nor any of its assets and properties, is subject to any outstanding judgment, order, writ, injunction or decree which would reasonably be expected to have a Material Adverse Effect in respect of it to prevent or materially delay the consummation of the Amalgamation and the transactions contemplated thereby;

Labour / Employment

• (bb) it is not a party to or a participant in any agreement, arrangement, plan, obligation or understanding providing for severance or termination or other payments in connection with the termination of the employment or engagement of, or resignation of, any director, officer or employee of, or independent contractor to, Barolo or Barolo Subco following a change of control of Barolo or Barolo Subco (other than statutory severance obligations), and there are no written or oral agreements, arrangements, plans, obligations or understandings providing for severance or termination or other payments in connection with the termination of the employment or engagement of, or resignation of, any director, officer or employee of, or independent contractor to, Barolo or Barolo Subco following a change of control of Barolo or Barolo Subco;
• (cc) it has not declared or paid, or committed to declare or pay, any amount to any person in respect of a performance or incentive or other bonus (i) in respect of any period

commencing on or after January 1, 2019, or (ii) in connection with the completion of the Amalgamation and the transactions contemplated by this Agreement;

• (dd) it is not subject to any claim for wrongful dismissal, constructive dismissal or any other claim, actual or threatened, or any litigation, actual or threatened, relating to its employees or independent contractors (including, without limitation, any termination of such persons) other than those claims or such litigation as would individually or in the aggregate not have a Material Adverse Effect in respect of it;
• (ee) it is not a party to any collective bargaining agreement or subject to any application for certification or threatened or apparent union‐organizing campaign, and there are no current, pending or threatened strikes, lockouts or other labour disputes or disruptions at its business operations;
• (ff) it does not have a pension plan;

Books and Records

(gg) its minute books and corporate records are maintained substantially in accordance with all applicable laws and are complete and accurate in all material respects;

Tax Matters

• (hh) it has filed all tax returns, reports and other tax filings, and has paid, deducted, withheld or collected and remitted on a timely basis all amounts to be paid, deducted, withheld or collected and remitted with respect to any taxes, interest and penalties as required under all applicable tax laws;
• (ii) there are no assessments, reassessments, actions, suits or proceedings, in progress, pending, or threatened, against it, and no waivers have been granted by it in connection with any taxes, interest or penalties;
• (jj) the provisions for taxes reflected in the Barolo Financial Statements are sufficient for the payment of all accrued and unpaid taxes, interest and penalties for all periods and all transactions up to the end of the most recent financial period addressed in the Barolo Financial Statements;

U.S. Securities Law Matters

• (kk) Barolo is a "foreign issuer" within the meaning of Regulation S and reasonably believes that there is no Substantial U.S. Market Interest in the Barolo Shares;

• (ll) Barolo is not required to be registered as an "investment company" as defined in the 1940 Act;

• (mm) Except with respect to offers and sales to U.S. Accredited Investors in the United States in reliance upon the exemption from the registration requirements of the 1933 Act provided by Rule 506 of Regulation D and/or Rule 144A thereunder, neither Barolo nor any of its affiliates, nor any person acting on its or their behalf, has made or will make:

• (i) any offer to sell, or any solicitation of an offer to buy, any Barolo Shares to any person in the United States; or

• (ii) any sale of Barolo Shares unless, at the time the buy order was or will have been originated, (i) the purchaser is outside the United States or (ii) Barolo, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States;

• (nn) Neither Barolo nor any person acting on its behalf has made or will make any Directed Selling Efforts in the United States with respect to the Barolo Shares, or has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising in connection with the offer or exchange of the Barolo Shares in the United States; and

• (oo) None of the "bad actor" provisions of Rule 506(d) or 506(e) of Regulation D are applicable to Barolo or to any person involved in any way on its behalf.

The representations and warranties contained in this Section 7.1 shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. Any investigation by Osisko Subco and its advisors shall not mitigate, diminish or affect the representations and warranties of Barolo and Barolo Subco contained in this Agreement.

7.2 Representations and Warranties of Osisko Subco

Osisko Subco represents and warrants to each of Barolo and Barolo Subco that:

Organization

(a) it is incorporated under the laws of British Columbia, is a valid and existing company, and, with respect to the filing of annual reports, is in good standing and, apart from the Amalgamation and transactions contemplated by this Agreement, no proceedings have been taken or authorized by it or Osisko in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Osisko Subco;

Authorization and Approvals

• (b) it has all requisite corporate power and capacity and has taken all necessary corporate action to authorize it to execute and deliver this Agreement and perform its obligations hereunder, and this Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms of this Agreement, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
• (c) its execution and delivery of this Agreement and its performance of its obligations hereunder does not and shall not result in the breach of, constitute a default under or conflict

with: (i) any provision of its constating documents; (ii) any resolutions of its shareholders or directors; (iii) any statute, rule or regulation applicable to it or its property; (iv) any order, decree or judgment of a court or regulatory authority or body having jurisdiction over it or its property; (v) any mortgage, indenture, agreement or other commitment to which it is a party or it or its property is bound; or (vi) any agreement which would permit any party to that agreement to terminate such agreement or accelerate the maturity of any indebtedness of Barolo Subco, or that would result in the creation or imposition of any encumbrance of the Osisko Shares or the assets of Osisko Subco;

(d) all consents, approvals, permits, authorizations or filings as may be required for the execution and delivery of this Agreement, and the completion of the Amalgamation contemplated herein, have been obtained or shall have been obtained prior to the Closing;

Conduct of Business

• (e) it has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its property and assets, and it is duly and appropriately registered, licensed and otherwise qualified to carry on its business and to own, lease and operate its property and assets and is in good standing in all material respects in each jurisdiction where it carries on business or owns, leases or operates its property or assets;
• (f) it has complied with and is in compliance, in all material respects, with all applicable laws, including applicable U.S. laws, and has all material licences, permits, orders or approvals of, and has made all required registrations with, any governmental or regulatory body that are material to the conduct of its business;
• (g) it is in good standing with respect to all of its obligations owing pursuant to any material contracts, and each of such material contracts is a legal, valid and binding obligation of Osisko Subco;
• (h) to the knowledge of Osisko Subco, other than as has been disclosed in writing directly to Barolo and Barolo Subco, all activities of Osisko Subco are in material compliance with and are in good standing under all applicable laws, rules, regulations and regulatory orders and prohibitions and there have been no violations thereof nor any basis for a claim or determination thereof, and there are no current, pending or threatened order, prohibition or other directive relating to any such matters nor to Osisko Subco's knowledge any basis for such order, prohibition or other directive;
• (i) on the Effective Date, immediately prior to the Effective Time, Osisko Subco's business operations shall consist of the ownership and operation of the Osisko Contributed Assets;

Assets / Liabilities

• (j) on the Effective Date, immediately prior to the Effective Time, Osisko Subco's assets shall consist of the Osisko Contributed Assets, and Osisko Subco shall have good and marketable title to the Osisko Contributed Assets;
• (k) except to the extent incurred in connection with the acquisition of the Osisko Contributed Assets or the Osisko Subco Financing, or in the ordinary course of Osisko Subco's business, Osisko Subco does not have any outstanding indebtedness or any liabilities or obligations

(whether accrued, absolute, contingent or otherwise, including under any guarantee of any debt);

(l) it has no reasonable grounds for believing that any creditor of Osisko Subco will be prejudiced by the Amalgamation;

Share Capital

• (m) the authorized and issued share capital of Osisko Subco is as set out in Appendix "C" hereto;
• (n) other than pursuant to the Osisko Contribution Agreement or the Osisko Subco Financing:
  • (i) there are no options, warrants, rights, privileges or agreements requiring Osisko Subco to sell, or otherwise issue (by exercise, conversion, exchange or otherwise), whether directly or indirectly, any of its unissued shares; and
  • (ii) there are no rights, privileges or agreements requiring Osisko Subco to repurchase, redeem, retract or otherwise acquire, whether directly or indirectly, any of its issued shares or other securities;

Securities Matters

(o) it is not a reporting issuer or equivalent in any jurisdiction and has not contravened any applicable securities laws of any jurisdiction, including without limitation in relation to the issuing of its seed shares, founders shares or any other shares or other securities;

Osisko Subco Financing

(p) the documents in relation to the Osisko Subco Financing (including, without limitation, the engagement letter in respect thereof dated October 5, 2020) (collectively, the "Osisko Subco Financing Documents"), constitute legal, valid and binding obligations of Osisko Subco, enforceable by and against it in accordance with their terms;

Litigation Matters

(q) there are no claims, actions, suits or proceedings (judicial, administrative or otherwise) commenced, pending or threatened against it, nor to its knowledge is any of the foregoing contemplated nor to its knowledge is there any basis therefor;

Books and Records

• (r) the minute books and corporate records of Osisko Subco are maintained substantially in accordance with all applicable laws and are complete and accurate in all material respects;
• (s) the financial books and records and accounts of Osisko Subco in all material respects (i) have been maintained in accordance with good business practices, and (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Osisko Subco;

Tax Matters

• (t) Osisko Subco has filed all tax returns, reports and other tax filings, and has paid, deducted, withheld or collected and remitted on a timely basis all amounts to be paid, deducted, withheld or collected and remitted with respect to any taxes, interest and penalties as required under all applicable tax laws; and
• (u) there are no assessments, reassessments, actions, suits or proceedings, in progress, pending, or threatened, against Osisko Subco, and no waivers have been granted by Osisko Subco in connection with any taxes, interest or penalties.

The representations and warranties contained in this Section 7.2 shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. Any investigation by Barolo and Barolo Subco and any of their advisors shall not mitigate, diminish or affect the representations and warranties of Osisko Subco contained in this Agreement.

ARTICLE 8 GENERAL

8.1 Expenses

The parties hereto acknowledge and agree that each party shall be responsible for its own costs, whether or not the transactions contemplated herein are completed, including but not limited to any fees, disbursements and charges incurred with respect to its due diligence investigations and the preparation of this Agreement and any other documents, certificates and opinions required for the Closing or otherwise required in connection herewith, provided, however, that the parties acknowledge and agree that Osisko Subco shall be responsible for the payment of all filing fees due to the Exchange and all fees and expenses of Barolo's counsel relating to the Osisko Subco Financing and all matters relating to any required shareholder or regulatory approvals of the matters referred to in this Agreement (up to a maximum of $200,000, exclusive of taxes and disbursements). For greater certainty, the parties acknowledge and agree that Osisko Subco and its counsel shall be primarily responsible, at Osisko Subco's cost, for preparation of all documentation and necessary regulatory filings in connection with the transactions contemplated by this Agreement, including, without limitation, this Agreement, the filing statement required by the rules of the Exchange, and any required shareholders meetings, subject to review and input on such documents and filings by counsel to Barolo.

8.2 Notices

Each notice, demand or other communication required or permitted to be given hereunder shall be effective if by email, in writing and delivered personally, transmitted by fax (with electronic confirmed receipt) or sent by prepaid mail as follows:

(a) If to Barolo or Barolo Subco,

Barolo Ventures Corp. 1600 – 609 Granville Street Vancouver, British Columbia, V7Y 1C3 Email: sackerman@emprisecapital.com

Attention: Scott Ackerman, Chief Executive Officer

with a copy which shall not constitute notice to:

Cassels Brock & Blackwell LLP Suite 2200, HSBC Building, 885 West Georgia St. Vancouver, British Columbia, V6C 3E8 Email: jdurno@cassels.com

Attention: Jeff Durno

(b) If to Osisko Subco:

Sean Roosen 1100 Avenue des Canadiens-de-Montréal Montréal, Québec H3B 2S2 Email: sroosen@osiskogr.com

Attention: Sean Roosen

with a copy which shall not constitute notice to:

Bennett Jones LLP

3400 One First Canadian Place, P.O. Box 130 Toronto, Ontario M5X 1A4 Email: grieves@bennettjones.com

Attention: Sander Grieve

and any notice, demand or other communication given as aforesaid shall be deemed to be received on the date of email, personal delivery or facsimile transmission if delivered or transmitted during normal business hours (and on the first Business Day thereafter if delivered or transmitted after normal business hours), and the third Business Day after mailing if sent by prepaid mail, excluding all days when normal mail service is interrupted. Any party may from time to time change its address of service by notice to the other parties in accordance herewith.

8.3 Entire Agreement and Further Assurances

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, whether oral or written, existing between the parties with respect to the subject matter hereof, including the letter of intent entered into between Barolo and Osisko dated effective October 5, 2020.

The parties shall from time to time promptly execute or cause to be executed all such deeds, conveyances and other documents and instruments and do or cause to be done all such acts and other things which may be necessary or advisable to fully carry out and give effect to the intent of and matters contained in this Agreement.

8.4 Amendments and Waivers

This Agreement may only be amended by instrument in writing signed by the parties hereto, without further notice to or consent or approval by their respective shareholders unless strictly required by applicable law.

Any waiver or consent hereunder must be in writing and signed by the party giving the waiver or consent. No waiver or consent hereunder shall be construed or deemed to be a waiver or consent with respect to any other provision hereof or to be a continuous waiver or consent unless so expressly provided for.

8.5 Severability

If any provision or part thereof of this Agreement is declared by a court or other judicial or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part thereof shall be severed from this Agreement and the remaining provisions of part thereof of this Agreement shall continue in full force and effect and unaffected thereby.

8.6 Assignment and Enurement

This Agreement is personal in nature and may not be assigned in whole or in part without the express written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

8.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties hereto acknowledge and agree that the courts of British Columbia shall have exclusive jurisdiction with respect to any dispute or other matter arising hereunder.

8.8 Time of the Essence

Time shall be of the essence hereof.

8.9 Execution and Delivery

This Agreement may be signed and delivered in two or more counterparts and by electronic transmission, and when taken together such counterparts and facsimiles shall be deemed to constitute one and the same and an originally executed instrument having effect from the date first above written notwithstanding the date of execution and delivery.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

BAROLO VENTURES CORP.

Per: (signed) Scott Ackerman Name: Scott Ackerman Title: CEO/Director

1269598 B.C. LTD.

Per: (signed) Scott Ackerman Name: Scott Ackerman Title: Director

OSISKO DEVELOPMENT HOLDINGS INC.

• Per: (signed) Sandeep Singh Name: Sandeep Singh Title: Director and President
• Per: (signed) André Le Bel Name: André Le Bel Title: Director and Secretary

APPENDIX "A"

AMALGAMATION APPLICATION

to the Amalgamation Agreement made effective as of October 23, 2020 among Barolo Ventures Corp., 1269598 B.C. Ltd. and Osisko Development Holdings Inc.

See attached.

BC Limited Company

AMALGAMATION APPLICATION

BUSINESS CORPORATIONS ACT, section 275

Telephone: 1 877 526-1526 Mailing Address: PO Box 9431 Stn Prov Govt Courier Address: 200 – 940 Blanshard Street www.bcreg.ca Victoria BC V8W 9V3 Victoria BC V8W 3E6

DO NOT MAIL THIS FORM to BC Registry Services unless you are instructed to do so by registry staff. The Regulation under the Business Corporations Act requires the electronic version of this form to be filed on the Internet at www.corporateonline.gov.bc.ca

Freedom of Information and Protection of Privacy Act (FOIPPA): Personal information provided on this form is collected, used and disclosed under the authority of the FOIPPA and the Business Corporations Act for the purposes of assessment. Questions regarding the collection, use and disclosure of personal information can be directed to the Manager of Registries Operations at 1 877 526-1526, PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.

A INITIAL INFORMATION – When the amalgamation is complete, your company will be a BC limited company.
What kind of company(ies) will be involved in this amalgamation?
(Check all applicable boxes.)
BC company
BC unlimited liability company
B NAME OF COMPANY – Choose one of the following:
The nameis the name
reserved for the amalgamated company. The name reservation number is:,
OR
The company is to be amalgamated with a name created by adding "B.C. Ltd." after the incorporation number,
OR
The amalgamated company is to adopt, as its name, the name of one of the amalgamating companies.
The name of the amalgamating company being adopted is:
The incorporation number of that company is:
Please note: If you want the name of an amalgamating corporation that is a foreign corporation, you must obtain a nameapproval before completing this amalgamation application.
C AMALGAMATION STATEMENT – Please indicate the statement applicable to this amalgamation.
With Court Approval:This amalgamation has been approved by the court and a copy of the entered court order approving the amalgamationhas been obtained and has been deposited in the records office of each of the amalgamating companies.
OR

Without Court Approval: ✔

This amalgamation has been effected without court approval. A copy of all of the required affidavits under section 277(1) have been obtained and the affidavit obtained from each amalgamating company has been deposited in that company's records office.

	D AMALGAMATION EFFECTIVE DATE – Choose one of the following:
	The amalgamation is to take effect at the time that this application is filed with the registrar.
			YYYY / MM / DD
	The amalgamation is to take effect at 12:01a.m. Pacific Time on
	being a date that is not more than ten days after the date of the filing of this application.
				YYYY / MM / DD
	The amalgamation is to take effect at	a.m. or	p.m.Pacific Time on
	being a date and time that is not more than ten days after the date of the filing of this application.
E	AMALGAMATING CORPORATIONS
	Enter the name of each amalgamating corporation below. For each company, enter the incorporation number.If the amalgamating corporation is a foreign corporation, enter the foreign corporation's jurisdiction and if registered in BC
	as an extraprovincial company, enter the extraprovincial company's registration number. Attach an additional sheet if more
	space is required.
	NAME OF AMALGAMATING CORPORATION		BC INCORPORATION NUMBER, OREXTRAPROVINCIAL REGISTRATION	FOREIGNCORPORATION'S
			NUMBER IN BC	JURISDICTION
1.
2.
3.
4.
5.
F	FORMALITIES TO AMALGAMATION
	If any amalgamating corporation is a foreign corporation, section 275 (1)(b) requires an authorization for the amalgamation from
	the foreign corporation's jurisdiction to be filed.
	This is to confirm that each authorization for the amalgamation required under section 275(1)(b) is beingsubmitted for filing concurrently with this application.
	– I have read this form and found it to be correct.G CERTIFIED CORRECT
	This form must be signed by an authorized signing authority for each of the amalgamating companies as set out in Item E.
	NAME OF AUTHORIZED SIGNING AUTHORITY FOR	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY		DATE SIGNED
	THE AMALGAMATING CORPORATION	FOR THE AMALGAMATING CORPORATION		YYYY / MM / DD
1.		X
	NAME OF AUTHORIZED SIGNING AUTHORITY FOR	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY		DATE SIGNED
	THE AMALGAMATING CORPORATION	FOR THE AMALGAMATING CORPORATION		YYYY / MM / DD

	X
NAME OF AUTHORIZED SIGNING AUTHORITY FOR	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY	DATE SIGNED
THE AMALGAMATING CORPORATION	FOR THE AMALGAMATING CORPORATION	YYYY / MM / DD
3.	X
NAME OF AUTHORIZED SIGNING AUTHORITY FOR	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY	DATE SIGNED
THE AMALGAMATING CORPORATION	FOR THE AMALGAMATING CORPORATION	YYYY / MM / DD
4.	X
NAME OF AUTHORIZED SIGNING AUTHORITY FOR	SIGNATURE OF AUTHORIZED SIGNING AUTHORITY FOR	DATE SIGNED
THE AMALGAMATING CORPORATION	THE AMALGAMATING CORPORATION	YYYY / MM / DD
5.	X
FORM 13 LTD (SEP 2017)		Page 2

NOTICE OF ARTICLES

A NAME OF COMPANY

Set out the name of the company as set out in Item B of the Amalgamation Application.

OSISKO DEVELOPMENT HOLDINGS CORP.

B TRANSLATION OF COMPANY NAME

Set out every translation of the company name that the company intends to use outside of Canada.

C DIRECTOR NAME(S) AND ADDRESS(ES)

LAST NAME Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9 a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual's residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required. FIRST NAME MIDDLE NAME

DELIVERY ADDRESS		PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS		PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
LAST NAME	FIRST NAME		MIDDLE NAME

DELIVERY ADDRESS		PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS		PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
LAST NAME	FIRST NAME		MIDDLE NAME

DELIVERY ADDRESS		PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS		PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
LAST NAME	FIRST NAME		MIDDLE NAME

DELIVERY ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE
MAILING ADDRESS	PROVINCE/STATE	COUNTRY	POSTAL CODE/ZIP CODE

D	REGISTERED OFFICE ADDRESSES
	DELIVERY ADDRESS OF THE COMPANY'S REGISTERED OFFICE	PROVINCE	POSTAL CODE
		BC
	MAILING ADDRESS OF THE COMPANY'S REGISTERED OFFICE	PROVINCE	POSTAL CODE
		BC
E	RECORDS OFFICE ADDRESSES
	DELIVERY ADDRESS OF THE COMPANY'S RECORDS OFFICE	PROVINCE	POSTAL CODE
		BC
	MAILING ADDRESS OF THE COMPANY'S RECORDS OFFICE	PROVINCE	POSTAL CODE
		BC

F AUTHORIZED SHARE STRUCTURE

		Maximum number of shares of thisclass or series of shares that the companyis authorized to issue, or indicate there isno maximum number.		Kind of shares of this classor series of shares.			Are there special rightsor restrictions attachedto the shares of this class orseries of shares?
Identifying name of classor series of shares	THERE IS NOMAXIMUM(✔)	MAXIMUM NUMBEROF SHARESAUTHORIZED	WITHOUTPAR VALUE(✔)	WITH A PARVALUE OF($)	Type ofcurrency	YES(✔)	NO(✔)

FORM 13 LTD (SEP 2017) Page 4

APPENDIX "B"

ARTICLES OF AMALCO

to the Amalgamation Agreement made effective as of October 23, 2020 among Barolo Ventures Corp., 1269598 B.C. Ltd. and Osisko Development Holdings Inc.

See attached.

1.		INTERPRETATION	5
	1.1	Definitions	5
	1.2	Business Corporations Act and Interpretation Act Definitions Applicable	6
2.		SHARES AND SHARE CERTIFICATES	6
	2.1	Authorized Share Structure	6
	2.2	Form of Share Certificate	6
	2.3	Shareholder Entitled to Certificate or Acknowledgment	6
	2.4	Delivery by Mail	7
	2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement	7
	2.6	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment	7
	2.7	Splitting Share Certificates	7
	2.8	Certificate Fee	7
	2.9	Recognition of Trusts	8
3.		ISSUE OF SHARES	8
	3.1	Directors Authorized	8
	3.2	Commissions and Discounts	8
	3.3	Brokerage	8
	3.4	Conditions of Issue	8
	3.5	Share Purchase Warrants and Rights	9
4.		SHARE REGISTERS	9
	4.1	Central Securities Register	9
	4.2	Closing Register	9
5.		SHARE TRANSFERS	9
	5.1	Registering Transfers	9
	5.2	Form of Instrument of Transfer	9
	5.3	Transferor Remains Shareholder	10
	5.4	Signing of Instrument of Transfer	10
	5.5	Enquiry as to Title Not Required	10
	5.6	Transfer Fee	10
6.		TRANSMISSION OF SHARES	10
	6.1	Legal Personal Representative Recognized on Death	10
	6.2	Rights of Legal Personal Representative	11

7.		PURCHASE OF SHARES	11
	7.1	Company Authorized to Purchase Shares	11
	7.2	Purchase When Insolvent	11
	7.3	Sale and Voting of Purchased Shares	11
8.		BORROWING POWERS	11
9.		ALTERATIONS	12
	9.1	Alteration of Authorized Share Structure	12
	9.2	Special Rights and Restrictions	12
	9.3	Change of Name	13
	9.4	Other Alterations	13
10.		MEETINGS OF SHAREHOLDERS	13
	10.1	Annual General Meetings	13
	10.2	Resolution Instead of Annual General Meeting	13
	10.3	Calling of Meetings of Shareholders	13
	10.4	Notice for Meetings of Shareholders	13
	10.5	Record Date for Notice	14
	10.6	Record Date for Voting	14
	10.7	Failure to Give Notice and Waiver of Notice	14
	10.8	Notice of Special Business at Meetings of Shareholders	14
	10.9	Location of Annual General Meeting	15
11.		PROCEEDINGS AT MEETINGS OF SHAREHOLDERS	15
	11.1	Special Business	15
	11.2	SpecialMajority	16
	11.3	Quorum	16
	11.4	One Shareholder May Constitute Quorum	16
	11.5	Other Persons May Attend	16
	11.6	Requirement of Quorum	16
	11.7	Lack of Quorum	16
	11.8	Lack of Quorum at Succeeding Meeting	17
	11.9	Chair	17
	11.10	Selection of Alternate Chair	17
	11.11	Adjournments	17
	11.12	Notice of Adjourned Meeting	17
	11.13	Decisions by Show of Hands or Poll	17
	11.14	Declaration of Result	18
	11.15	Motion Need Not be Seconded	18
	11.16	Casting Vote	18
	11.17	Meeting by Telephone or Other Communications Medium	18
12.		VOTES OF SHAREHOLDERS	18
	12.1	Number of Votes by Shareholder or by Shares	18
	12.212.3	Votes of Persons in Representative CapacityVotes by Joint Holders	1919

	12.4	Legal Personal Representatives as Joint Shareholders	19
	12.5	Representative of a Corporate Shareholder	19
	12.6	Proxy Provisions Do Not Apply to All Companies	20
	12.7	Appointment of Proxy Holders	20
	12.8	Alternate Proxy Holders	20
	12.9	Deposit of Proxy	20
	12.10	Validity of Proxy Vote	21
	12.11	Form of Proxy	21
	12.12	Revocation of Proxy	22
	12.13	Revocation of Proxy Must Be Signed	22
	12.14	Production of Evidence of Authority to Vote	22
13.		DIRECTORS	22
	13.1	First Directors; Number of Directors	22
	13.2	Change in Number of Directors	23
	13.3	Directors' Acts Valid Despite Vacancy	23
	13.4	Remuneration of Directors	23
	13.5	Reimbursement of Expenses of Directors	23
	13.6	Special Remuneration for Directors	23
	13.7	Gratuity, Pension or Allowance on Retirement of Director	23
14.		ELECTION AND REMOVALOF DIRECTORS	24
	14.1	Election at Annual General Meeting	24
	14.2	Consent to be a Director	24
	14.3	Failure to Elect or Appoint Directors	24
	14.4	Places of Retiring Directors Not Filled	25
	14.5	Directors May Fill Casual Vacancies	25
	14.6	Remaining Directors Power to Act	25
	14.7	Shareholders May Fill Vacancies	25
	14.8	Additional Directors	25
	14.9	Ceasing to be a Director	26
	14.10	Removal of Director by Shareholders	26
	14.11	Removal of Director by Directors	26
15.		ALTERNATE DIRECTORS	26
	15.1	Appointment of Alternate Director	26
	15.2	Notice of Meetings	26
	15.3	Alternate for More Than One Director Attending Meetings	27
	15.4	Consent Resolutions	27
	15.5	Alternate Director Not an Agent	27
	15.6	Revocation of Appointment of Alternate Director	27
	15.7	Ceasing to be an Alternate Director	27
	15.8	Remuneration and Expenses of Alternate Director	28
16.		POWERS AND DUTIES OFDIRECTORS	28
	16.1	Powers of Management	28
	16.2	Appointment of Attorney of Company	28

	16.3	Remuneration of the auditor	28
17.	DISCLOSURE OF INTEREST OF DIRECTORS
	17.1	Obligation to Account for Profits	2828
	17.2	Restrictions on Voting by Reason of Interest	29
	17.3	Interested Director Counted in Quorum	29
	17.4	Disclosure of Conflict of Interest or Property	29
	17.5	Director Holding Other Office in the Company	29
	17.6	No Disqualification	29
	17.7	Professional Services by Director or Officer	29
	17.8	Director or Officer in Other Corporations	29
18.		PROCEEDINGS OF DIRECTORS	30
	18.1	Meetings of Directors	30
	18.2	Voting at Meetings	30
	18.3	Chair of Meetings	30
	18.4	Meetings by Telephone or Other Communications Medium	30
	18.5	Calling of Meetings	31
	18.6	Notice of Meetings	31
	18.7	When Notice Not Required	31
	18.8	Meeting Valid Despite Failure to Give Notice	31
	18.9	Waiver of Notice of Meetings	31
	18.10	Quorum	32
	18.11	Validity of Acts Where Appointment Defective	32
	18.12	Consent Resolutions in Writing	32
19.		EXECUTIVE AND OTHER COMMITTEES	32
	19.1	Appointment and Powers of Executive Committee	32
	19.2	Appointment and Powers of Other Committees	33
	19.3	Obligations of Committees	33
	19.4	Powers of Board	33
	19.5	Committee Meetings	34
20.	OFFICERS
	20.1	Directors May Appoint Officers	3434
	20.2	Functions, Duties and Powers of Officers	34
	20.3	Qualifications	34
	20.4	Remuneration and Terms of Appointment	35
21.		INDEMNIFICATION	35
	21.1	Definitions	35
	21.2	Mandatory Indemnification of Directors and Former Directors	35
	21.3	Indemnification of Other Persons	35
	21.4	Non-Compliance with Business Corporations Act	36
	21.5	Company May Purchase Insurance	36

22.		DIVIDENDS	36
	22.1	Payment of Dividends Subject to Special Rights	36
	22.2	Declaration of Dividends	36
	22.3	No Notice Required	36
	22.4	Record Date	36
	22.5	Manner of Paying Dividend	37
	22.6	Settlement of Difficulties	37
	22.7	When Dividend Payable	37
	22.8	Dividends to be Paid in Accordance with Number of Shares	37
	22.9	Receipt by Joint Shareholders	37
	22.10	Dividend Bears No Interest	37
	22.11	Fractional Dividends	37
	22.12	Payment of Dividends	37
	22.13	Capitalization of Surplus	38
23.	DOCUMENTS, RECORDS AND REPORTS
	23.1	Recording of Financial Affairs	3838
	23.2	Inspection of Accounting Records	38
24.	NOTICES38
	24.1	Method of Giving Notice	38
	24.2	Deemed Receipt of Mailing	39
	24.3	Certificate of Sending	39
	24.4	Notice to Joint Shareholders	39
	24.5	Notice to Trustees	39
25.	SEAL AND EXECUTION OF DOCUMENTS40
	25.1	Who May Attest Seal	40
	25.2	Sealing Copies	40
	25.3	Mechanical Reproduction of Seal	40
	25.4	Execution of Documents Generally	40
26.	PROHIBITIONS41
	26.1	Definitions	41
	26.2	Application	41
	26.3	Consent Required for Transfer of Shares or Designated Securities	41

• (2) "Business Corporations Act" means the Business Corporations Act (British Columbia) as amended from time to time and includes all regulations as amended from time to time made pursuant to that Act;
• (3) "legal personal representative" means the personal or other legal representative of the shareholder;
• (4) "registered address" of a shareholder means the shareholder's address as recorded in the central securities register;
• (5) "seal" means the seal of the Company, if any.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act. The directors may, by resolution, provide that; (a) the shares of any or all of the classes and series of the Company's shares must be uncertificated shares; or (b) any specified shares must be uncertificated shares. Within reasonable time after the issue or transfer of a share that is an uncertificated share, the Company must send to the shareholder a written notice in accordance with the Business Corporations Act.

2.3 Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, on request and at the shareholder's option, to receive, without charge, (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

• (1) order the share certificate or acknowledgment, as the case may be, to be cancelled; and
• (2) issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

• (1) proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and
• (2) any indemnity the directors consider adequate.

2.7 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.8 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2 Commissions and Discounts

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

• (1) consideration is provided to the Company for the issue of the share by one or more of the following:
  • (a) past services performed for the Company;
  • (b) property;
  • (c) money; and
• (2) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

5. SHARE TRANSFERS

5.1 Registering Transfers

A transfer of a share of the Company must not be registered unless:

• (1) a duly signed instrument of transfer in respect of the share has been received by the Company;
• (2) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
• (3) if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the directors from time to time.

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

• (1) in the name of the person named as transferee in that instrument of transfer; or
• (2) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 Rights of Legal Personal Representative

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

7. PURCHASE OF SHARES

7.1 Company Authorized to Purchase Shares

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in such resolution.

7.2 Purchase When Insolvent

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

• (1) the Company is insolvent; or
• (2) making the payment or providing the consideration would render the Company insolvent.

7.3 Sale and Voting of Purchased Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

• (1) is not entitled to vote the share at a meeting of its shareholders;
• (2) must not pay a dividend in respect of the share; and
• (3) must not make any other distribution in respect of the share.

8. BORROWING POWERS

The Company, if authorized by the directors, may:

• (1) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
• (2) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
• (3) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(4) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by resolution of the directors:

• (1) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
• (2) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
• (3) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
• (4) if the Company is authorized to issue shares of a class of shares with par value:
  • (a) decrease the par value of those shares; or
  • (b) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
• (5) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
• (6) alter the identifying name of any of its shares; or
• (7) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2 Special Rights and Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

• (1) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or
• (2) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3 Change of Name

The Company may by consent resolution of the directors or by special resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.

9.4 Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, whenever they think fit, call a meeting of shareholders.

10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

• (1) if and for so long as the Company is a public company, 21 days;
• (2) otherwise, 10 days.

A notice of meeting for a meeting held entirely by virtual means in accordance with Article 11.17, must include instructions for shareholder participation in the meeting to the extent and in the manner required by the Business Corporations Act.

10.5 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

• (1) if and for so long as the Company is a public company, 21 days;
• (2) otherwise, 10 days.

If no record date is set, the record date is 5:00 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5:00 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.8 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

• (1) state the general nature of the special business; and

• (2) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

• (a) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

• (b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.9 Location of Annual General Meeting

The Company may by resolution of the directors choose a location outside of British Columbia for the purpose of the meeting. If a meeting is held entirely by virtual means in accordance with Article 11.17, the meeting shall be deemed for all purposes of the Business Corporations Act and these Articles to be held at the registered office of the Company, subject to the provisions of the Business Corporations Act.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

• (1) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
• (2) at an annual general meeting, all business is special business except for the following:
  • (a) business relating to the conduct of or voting at the meeting;
  • (b) consideration of any financial statements of the Company presented to the meeting;
  • (c) consideration of any reports of the directors or auditor;
  • (d) the setting or changing of the number of directors;
  • (e) the election or appointment of directors;
  • (f) the appointment of an auditor;
  • (g) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
  • (h) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders entitled to vote at the meeting whether in person or by proxy who hold, in the aggregate, at least 5% of the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

• (1) the quorum is one person who is, or who represents by proxy, that shareholder, and
• (2) that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Other Persons May Attend

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

• (1) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
• (2) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

• (1) the chair of the board, if any; or
• (2) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16 Casting Vote

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 Meeting by Telephone or Other Communications Medium

A meeting of the shareholders may be held in person, virtually by telephone or other electronic communications medium, or in a hybrid fashion incorporating both in-person and virtual means. A shareholder or proxy holder may participate in a meeting of the shareholders in person or by telephone if all shareholders or proxy holders participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other to the extent and in the manner required by the Business Corporations Act. A shareholder or proxy holder may participate in a meeting of the shareholders by a communications medium other than telephone, including by electronic means, if all shareholders or proxy holders participating in the meeting, whether in person or by telephone or other communications medium, including by electronic means, are able to communicate with each other to the extent and in the manner required by the Business Corporations Act. Any vote at a shareholder meeting may be conducted by telephone or other communications medium, including electronic means. A shareholder or proxy holder who participates in a meeting in a manner contemplated by this Article 11.17 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(1) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(2) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

• (1) any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
• (2) if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5 Representative of a Corporate Shareholder

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

• (1) for that purpose, the instrument appointing a representative must:

  • (a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
  • (b) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

• (2) if a representative is appointed under this Article 12.5:

• (a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

• (b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 Proxy Provisions Do Not Apply to All Companies

If and for so long as the Company is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, Articles 12.7 to 12.14 apply only insofar as they are not inconsistent with any securities legislation in any province or territory of Canada or in the federal jurisdiction of the United States or in any states of the United States that is applicable to the Company and insofar as they are not inconsistent with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by securities commission or similar authorities appointed under that legislation.

12.7 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders who need not be shareholders to act in the place of an absent proxy holder.

12.9 Deposit of Proxy

A proxy for a meeting of shareholders must:

• (1) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
• (2) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.10 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

• (1) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
• (2) by the chair of the meeting, before the vote is taken.

12.11 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]

(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the shareholder): ________________________________

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder - printed]

12.12 Revocation of Proxy

Subject to Article 12.13, every proxy may be revoked by an instrument in writing that is:

• (1) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
• (2) provided, at the meeting, to the chair of the meeting.

12.13 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.12 must be signed as follows:

• (1) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
• (2) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.14 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

• (1) subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

• (2) if the Company is a public company, the greater of three and the most recently set of:

  • (a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
  • (b) the number of directors set under Article 14.4;

• (3) if the Company is not a public company, the most recently set of:

• (a) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

• (b) the number of directors set under Article 14.4.

13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(2)(a) or 13.1(3)(a):

• (1) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
• (2) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.5 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.6 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.7 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

• (1) the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
• (2) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

• (1) that individual consents to be a director in the manner provided for in the Business Corporations Act;
• (2) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
• (3) with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3 Failure to Elect or Appoint Directors

If:

• (1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
• (2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

• (3) the date on which his or her successor is elected or appointed; and
• (4) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not reelected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board of directors but, if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purposes of appointing directors up to that number, summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors, or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

• (1) one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
• (2) in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

• (1) the term of office of the director expires;
• (2) the director dies;
• (3) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
• (4) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

Any director (an "appointor") may by notice in writing received by the Company appoint any person (an "appointee") who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

• (1) will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
• (2) has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
• (3) will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;
• (4) has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

• (1) his or her appointor ceases to be a director and is not promptly re-elected or reappointed;
• (2) the alternate director dies;
• (3) the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
• (4) the alternate director ceases to be qualified to act as a director; or

(5) his or her appointor revokes the appointment of the alternate director.

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

16.3 Remuneration of the auditor

The directors may set the remuneration of the auditor without the prior approval of the shareholders.

17. DISCLOSURE OF INTEREST OF DIRECTORS

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine. If a meeting of the directors is held by entirely virtual means by telephone or other communications method, including by electronic means, the meeting shall be deemed to be held at the registered office of the Company in lieu of another physical location for the purposes of the Business Corporations Act and these Articles.

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote. Any vote at a meeting of directors may be conducted by telephone or others communications medium, including electronic means.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

• (1) the chair of the board, if any;
• (2) in the absence of the chair of the board, the president, if any, if the president is a director; or
• (3) any other director chosen by the directors if:
  • (a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
  • (b) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
  • (c) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A meeting of the directors may be held in person, virtually by telephone or other electronic communications medium, or in a hybrid fashion incorporating both in-person and virtual means. A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone, including by electronic means, if all directors participating in the meeting, whether in person or by telephone or other communications medium, including by electronic means, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner**.**

18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

• (1) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
• (2) the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

• (1) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or
• (2) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing.

A consent in writing under this Article may be by signed document, fax, email or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors' powers, except:

(1) the power to fill vacancies in the board of directors;

• (2) the power to remove a director;
• (3) the power to change the membership of, or fill vacancies in, any committee of the directors; and
• (4) such other powers, if any, as may be set out in the resolution or any subsequent directors' resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

• (1) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
• (2) delegate to a committee appointed under paragraph (1) any of the directors' powers, except:
  • (a) the power to fill vacancies in the board of directors;
  • (b) the power to remove a director;
  • (c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
  • (d) the power to appoint or remove officers appointed by the directors; and
• (3) make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

• (1) conform to any rules that may from time to time be imposed on it by the directors; and
• (2) report every act or thing done in exercise of those powers at such times as the directors may require.

19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

• (2) terminate the appointment of, or change the membership of, the committee; and
• (3) fill vacancies in the committee.

19.5 Committee Meetings

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

• (1) the committee may meet and adjourn as it thinks proper;
• (2) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their members to chair the meeting;
• (3) a majority of the members of the committee constitutes a quorum of the committee; and
• (4) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20. OFFICERS

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

• (1) determine the functions and duties of the officer;
• (2) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
• (3) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

• (1) "eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
• (2) "eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:
  • (a) is or may be joined as a party; or
  • (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
• (3) "expenses" has the meaning set out in the Business Corporations Act.

21.2 Mandatory Indemnification of Directors and Former Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Indemnification of Other Persons

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

• (1) is or was a director, alternate director, officer, employee or agent of the Company;
• (2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
• (3) at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
• (4) at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5:00 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

• (1) set the value for distribution of specific assets;
• (2) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
• (3) vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

23. DOCUMENTS, RECORDS AND REPORTS

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

• (1) mail addressed to the person at the applicable address for that person as follows:

  • (a) for a record mailed to a shareholder, the shareholder's registered address;
  • (b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
  • (c) in any other case, the mailing address of the intended recipient;

• (2) delivery at the applicable address for that person as follows, addressed to the person:

  • (a) for a record delivered to a shareholder, the shareholder's registered address;

• (b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

• (c) in any other case, the delivery address of the intended recipient;

• (3) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

• (4) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

• (5) physical delivery to the intended recipient.

24.2 Deemed Receipt of Mailing

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

• (1) mailing the record, addressed to them:
  • (a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
  • (b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(2) if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

25. SEAL AND EXECUTION OF DOCUMENTS

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

• (1) any two directors;
• (2) any officer, together with any director;
• (3) if the Company only has one director, that director; or
• (4) any one or more directors or officers or persons as may be determined by the directors.

25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretarytreasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

25.4 Execution of Documents Generally

The directors may from time to time by resolution appoint any one or more persons, officers or directors for the purpose of executing any instrument, document or agreement in the name of and on behalf of the Company for which the seal need not be affixed, and if no such person, officer or director is appointed, then any one officer or director of the Company may execute such instrument, document or agreement.

26. PROHIBITIONS

26.1 Definitions

In this Article 26:

• (1) "designated security" means:
  • (a) a voting security of the Company;
  • (b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
  • (c) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);
• (2) "security" has the meaning assigned in the Securities Act (British Columbia);
• (3) "voting security" means a security of the Company that:
  • (a) is not a debt security, and
  • (b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2 Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a preexisting reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Designated Securities

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

[Signature page follows]

FULL NAME AND SIGNATURE OF THE DIRECTOR SIGNING ON BEHALF OF THE COMPANY:

SEAN EVAN OTTO ROOSEN

DATED ________________________________

APPENDIX "C"

ISSUED AND OUTSTANDING SECURITIES (AND OBLIGATIONS TO ISSUE SECURITIES)

to the Amalgamation Agreement made effective as of October 23, 2020 among Barolo Ventures Corp., 1269598 B.C. Ltd. and Osisko Development Holdings Inc.

1. Barolo Ventures Corp.

Type of Security	Number
BaroloShares outstanding at date hereof	14,004,287
Other agreements/rights to issue BaroloShares	1,400,000(1)

2. 1269598 B.C. Ltd.

Type of Security	Number
Barolo SubcoShares outstanding at date hereof	1

3. Osisko Development Holdings Inc.

Type of Security	Number
Osisko SubcoShares outstanding at date hereof	100
Other agreements/rights to issue Osisko SubcoShares	Nil(2)

Note:

(1) 1,400,000 stock options at a weightedaverage exercise price of $0.25 per Barolo Share.These options will be cancelled in connection with the Amalgamation pursuant to the Option Cancellation Agreements.

(2) Not including (i) Osisko Subco Shares to be issued to Osisko pursuant to the Osisko Contribution Agreement, and (ii) Osisko SubcoShares to be issued upon (A) the conversion of Osisko Subco Subscription Receipts to be issued in connection with the Osisko Subco Financing, or (B)) the exercise of Osisko Subco Warrants to be issued upon the conversion of Osisko Subco Subscription Receipts to be issued in connection with the Osisko Subco Financing.

APPENDIX "D"

CONTRIBUTED ASSETS

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

• Cariboo Gold Project (Permitting British Columbia, Canada)
• Bonanza Ledge II (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)
• a portfolio of [Redacted due to business confidentiality.] publicly-listed equity securities as detailed below

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

• 5% NSR royalty on the Cariboo Gold Project and Bonanza Ledge II
• 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; (ii) a right to participate in buybacks of existing royalties held by the Resulting Issuer; and (iii) an equity participation right to maintain its pro rata equity ownership in the Resulting Issuer on future prospectus or private placement offerings of the Resulting Issuer.

Equity Securities:

[Redacted due to business confidentiality.]

Warrants:

[Redacted due to business confidentiality.]