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Osisko Development Corp. Share Issue/Capital Change 2020

Oct 27, 2020

45981_rns_2020-10-27_45041684-278d-4057-bd91-ed08175baeef.pdf

Share Issue/Capital Change

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BAROLO VENTURES CORP.

LETTER OF TRANSMITTAL

Relating to (i) the consolidation of the common shares of Barolo Ventures Corp. (" Barolo ") on a 60:1 basis, and (ii) the name change of "Barolo Ventures Corp." to "Osisko Development Corp.".

The completed letter of transmittal, accompanied by the share certificate(s) or Direct Registration Statement(s) (" DRS ") of Barolo should be delivered or forwarded by registered mail or courier to: TSX Trust Company, 301 – 100 Adelaide Street West, Toronto, Ontario, Canada, M5H 4H1 (the " Transfer Agent ").

DO NOT FORWARD SHARE CERTIFICATE(s) / DRS(s) TO THE HEAD OFFICE OF BAROLO.

PLEASE TYPE OR WRITE LEGIBLY IN BLOCK LETTERS.

The undersigned hereby delivers to you the following share certificate(s) / DRS(s) representing Common Shares of Barolo of which the undersigned has full power and authority to deposit, sell, assign and transfer.

Number on certificate / DRS
(in the case DRS, please indicate
the account number shown on the
statement)

Name in which registered
Number of Common Shares
shown on face of certificate
/ DRS

(Attach additional list if the space above is insufficient)

The Transfer Agent is hereby requested and authorized to issue new certificate(s) / DRS(s) on the following basis: shareholders will receive one (1) consolidated common share of "Osisko Development Corp." (each, a " Consolidated Common Share ") for every sixty (60) pre-consolidated common shares of "Barolo Ventures Corp." (" pre-Consolidation Barolo Shares ").

A. NAME AND NUMBER OF CERTIFICATES / DRS FOR COMMON SHARES OF OSISKO DEVELOPMENT CORP.

Certificate(s) / DRS representing Consolidated Common Shares are to be issued as follows:

Number of Consolidated Name on Certificate / DRS Common Shares

(See instruction 4. Attach additional list if the space above is insufficient)

B. DELIVERY C. IMPORTANT: This box must be completed fully if the name in which any Mail or make available for delivery certificate(s) / Consolidated Common Share is to be issued DRS(s) representing Consolidated Common differs from the name of the registered holder Shares as follows: appearing on the existing certificate(s) or DRS(s). Name: _____ Date: ____ Address: ____ Signature:_____ ____ Postal (Zip) Code: ___ Name: _____ Email Address: ___ Address: ____ _____ Due to public health restrictions that may be in place due to the COVID-19 pandemic, pick-up at Postal (Zip) Code: ___ the offices of TSX Trust may not be available to the public when the consolidation is effective. If pick-up is not available at such time, TSX Trust Signature Guaranteed by: will mail the Consolidated Common Shares in accordance with the information provided in this Box B (Delivery) as applicable. ___________ For DRS, if an email address is provided, we will email the new DRS to the email address provided above. Note that the DRS will not be mailed, where an email address is provided.

IMPORTANT: THIS LETTER OF TRANSMITTAL MUST BE DATED AND SIGNED

Dated:


Signature of Shareholder:


Telephone:


INSTRUCTIONS

  1. Unless defined in this Letter of Transmittal or these Instructions, capitalized terms have the meaning ascribed thereto in the management information circular of Barolo dated October 19, 2020.

  2. Each Barolo Shareholder will be entitled to receive one (1) Consolidated Common Share for each sixty (60) pre-Consolidation Barolo Shares. No fractional shares will be issued as a result of the consolidation. A fractional share will be disregarded and cancelled without any repayment of capital or other compensation. Each shareholder will receive a whole number of Consolidated Common Shares.

  3. Shareholders should refer to the management information circular of Barolo dated October 19, 2020 for particulars of the consolidation.

  4. Each registered shareholder of Barolo must deliver the Letter of Transmittal, completed and signed, together with their certificate(s) / DRS(s) to TSX Trust Company (the " Transfer Agent ") at the office of the Transfer Agent set out in Instruction 9 below. The method of delivery of the certificate(s) / DRS is at the option and risk of the shareholder of Barolo. If mail is used, registered mail, properly insured with acknowledgement of receipt requested, is suggested. Delivery will be effected only when documents are actually received by the Transfer Agent at the office set out below.

  5. Each registered shareholder of Barolo must fill in the delivery instructions in Part B ( Delivery ) and sign and date this Letter of Transmittal. If Part B ( Delivery ) is not completed, then certificate(s) / DRS(s) representing Consolidated Common Shares will be mailed to the shareholder's address recorded on the books of the Transfer Agent.

  6. If no change in the name of the registered holder appearing on the existing share certificate(s) / DRS(s) is desired but more than one new certificate / DRS is to be issued in that name, a holder should also fill out Part A ( Name and Number of Certificates / DRS for Common Shares of Osisko Development Corp. ) of this Letter of Transmittal. Any holder who does not fill out Part A ( Name and Number of Certificates / DRS for Common Shares of Osisko Development Corp. ) will receive one Consolidated Common Share certificate / DRS for each pre-Consolidation Barolo Share certificate / DRS delivered herewith. No charge will be made for one new replacement certificate but where more than one certificate / DRS is requested a charge of $7.00 (plus H.S.T.) will be levied for each additional certificate / DRS.

  7. A registered shareholder of Barolo who wishes to have the certificate(s) / DRS(s) representing Consolidated Common Shares registered in the name of a person other than the registered holder must fill in Part C ( Important ) as well as Part A ( Name and Number of Certificates / DRS for Common Shares of Osisko Development Corp. ) and B ( Delivery ) of the Letter of Transmittal and must endorse the existing share certificate(s) or a stock transfer power of attorney, delivered with the Letter of Transmittal. The signature of the registered holder must correspond in every respect with the name appearing on the face of the certificate(s) / DRS(s). Such signature must be guaranteed by a Canadian chartered bank, or a member of the Securities Transfer Association Medallion Program (STAMP).

  8. Where the Letter of Transmittal is executed on behalf of a corporation, partnership or association or by any agent, executor, administrator, trustee, curator, guardian or any person acting in a representative capacity, the Letter of Transmittal must be accompanied by evidence of authority to act satisfactory to the Transfer Agent.

  9. Additional copies of the Letter of Transmittal may be obtained by contacting the Transfer Agent at the office of the Transfer Agent specified below.

TSX Trust Company Suite 301, 100 Adelaide Street West Toronto, Ontario, Canada M5H 4H1 Attention: Corporate Actions Email: TMXEInvestor [email protected]

  1. If a share certificate / DRS has been lost or destroyed, the Letter of Transmittal should be completed as fully as possible and forwarded to TSX Trust Company, at the address set out in Instruction 9 above, together with correspondence stating that the original certificate / DRS has been lost. TSX Trust Company will forward appropriate documentation. Any questions should be directed to TSX Trust Company; telephone number 1-866-600-5869, facsimile number (416) 361-0470.