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Osisko Metals Incorporated — Proxy Solicitation & Information Statement 2026
Apr 21, 2026
45094_rns_2026-04-21_ebf543de-0134-4d7e-b55d-c355f7703ed1.pdf
Proxy Solicitation & Information Statement
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Form of Proxy
Appointment of Proxyholder
I /We, being holder(s) of Common Shares of Osisko Metals Incorporated (the “Corporation”), hereby appoint: John Burzynski, Executive Chairman, or, failing him, Robert Wares, President and Chief Executive Officer of the Corporation, or Blair Zaritsky, Chief Financial Officer, or instead of any of them, the following Appointee
Print the name of the person you are appointing if this person is someone other than the proxyholders listed above
as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below directions (or if no directions have been given, as the proxyholder sees fit) on all the following matters and any other matter that may properly be brought before the Annual Meeting of Shareholders of the Corporation (the “Meeting”) to be held at the offices of Bennett Jones LLP, Suite 3400, 100 King Street West, Toronto, Ontario, M5X 1A4, Canada , on Thursday, May 28, 2026 at 10:00 a.m. (Toronto time) and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution .
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen.
| 1. | Election of Directors | FOR | WITHHOLD | WITHHOLD | FOR | WITHHOLD |
|---|---|---|---|---|---|---|
| 1. | Robert Wares | 6. Peter Wright | ||||
| 2. | John Burzynski | 7. Patrick F.N. Anderson | ||||
| 3. | Amy Satov | 8. Tara Christie | ||||
| 4. | Cathy Singer | 9. Victoria Vargas | ||||
| 5. | Donald Siemens | 10. Keith McKay |
2. Appointment of Auditors
FOR WITHHOLD
Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors to fix their remuneration.
Under Canadian securities laws, you are entitled to receive certain investor documents. If you wish to receive such materials, please tick the applicable boxes below. You may also go to TSX Trust Company website https://services.tsxtrust.com/financialstatements and input code 5926a.
I would like to receive quarterly financial statements
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted as recommended by Management or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize you to vote as you see fit.
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Signature(s) Date
Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Toronto time), on May 26, 2026.
Form of Proxy – Annual Meeting of Shareholders of Osisko Metals Incorporated to be held at 10:00 a.m. (Toronto time) on May 28, 2026 (the “Meeting”)
This Form of Proxy is solicited by and on behalf of Management.
Notes to Proxy
1. Every holder of shares has the right to appoint some other person or company of its choice, who need not be a holder of shares, to attend and act on its behalf at the Meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
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If the securities are registered in the name of more than one holder of shares (for example, joint ownership, trustees, executors/liquidators), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual, you must sign this proxy and state your signing capacity, and you may be required to provide documentation evidencing your proxy signing authority.
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder of shares.
5. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
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This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly be brought at the Meeting or any adjournment or postponement thereof.
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This proxy should be read in conjunction with the documentation prepared by Management.
All proxies must be received by 10:00 a.m. (Toronto time) on May 26, 2026
How to Vote
INTERNET
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Go to http://www.meeting-vote.com/
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• Cast your vote online
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View Meeting documents
TELEPHONE
Use any touch-tone phone, call toll free in Canada and United States 1-888-489-7352 , an agent will help you vote online.
To vote using your smartphone, please scan this QR Code
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- To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, DO NOT return this proxy.
EMAIL, FAX or MAIL
• You may alternatively scan and email your proxy to [email protected] OR fax to 416-607-7964 • Complete and return your signed proxy in the envelope provided or send to: TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1
If you wish to receive investor documents electronically in the future, please visit https://services.tsxtrust.com/edelivery to enrol.