ROYALTY PURCHASE AGREEMENT

THIS AGREEMENT dated as of December 23, 2019.

BETWEEN:

OSISKO GOLD ROYALTIES LTD, a corporation incorporated under the laws of Québec, having its head office at 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec H3B 2S2

("Osisko")

AND:

TALISKER RESOURCES LTD., a corporation incorporated under the laws of Ontario, having its head office at 100 King Street West, Suite 7010, Toronto, Ontario M5X 1A0

("Talisker")

AND:

BRALORNE GOLD MINES LTD., a corporation incorporated under the laws of British Columbia, having its head office at 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8

("Bralorne")

RECITALS:

WHEREAS on November 16, 2019, Osisko and Talisker entered into a non-binding term sheet (the "Term Sheet") providing, inter alia, for the grant to Osisko of a perpetual 1.2% net smelter returns royalty on all minerals produced from the Bralorne property.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 DEFINITIONS

1.1 Definitions

For the purposes of this Agreement (including the schedules hereto), the following capitalized words and phrases shall have the following meanings, and grammatical variations of such terms shall have corresponding meanings:

"Agreement" means this agreement including all schedules hereto, as the same may be amended, supplemented or restated from time to time.

"Applicable Law" or "Law" in respect of any Person, property, transaction or event, means all laws, statutes, treaties, regulations, and enforceable judgments, orders and decrees applicable to that Person, property, transaction or event and, in each case having the force of law, all applicable official directives, rules, protocols, consents, approvals, authorizations, guidelines, orders and policies of any governmental body having or purporting to have authority over that Person, property, transaction or event.

"Bralorne" means Bralorne Gold Mines Ltd. and any successor thereto.

"Business Day" means any day other than a Saturday, Sunday or any day on which banks in (a) Toronto, Ontario; (b) Vancouver, British Columbia; or (c) Montreal, Québec are generally not open for business.

"Closing" means the closing in accordance with Article 4.

"Closing Date" has the meaning set out in Section 4.1.

"Data" means all files, ledgers and correspondence, reports, texts, notes, engineering, environmental, prefeasibility and feasibility studies, data, specifications, memoranda, invoices, receipts, accounts, accounting records and books, financial statements, financial working papers and all other records and documents of any nature or kind whatsoever, including, without limitation, those recorded, stored, maintained, operated, held or otherwise wholly or partly dependent on discs, tapes and other means of storage including, without limitation, any electronic, magnetic, mechanical, photographic or optical process, whether computerized or not (and all software, passwords and other information and means of or for access thereto).

"Encumbrance" means, whether or not registered or registrable or recorded or recordable, and regardless of how created or arising:

(a) any royalty, stream, offtake or similar right, mortgage, assignment of receivable, lien, encumbrance, adverse claim, charge, execution, title defect, exception, reservation, encroachment, servitude, restriction on use, right of pre-emption, right of first refusal, privilege, security interest, hypothec or pledge, whether fixed or floating, against assets or property (whether real, personal, mixed, tangible or intangible), conditional sales contract, title retention agreement, and a subordination to any right or claim of others in respect thereof;
(b) a claim, interest or estate against or in assets or property (whether real, personal, mixed, tangible or intangible), granted to or reserved or taken by any Person;
(c) an option or other right to acquire, or to acquire any interest in, any assets or property (whether real, personal, mixed, tangible or intangible);
(d) any other encumbrance of whatsoever nature and kind against assets or property (whether real, personal, mixed, tangible or intangible); and
(e) any contract to create, or right capable of becoming, any of the foregoing in accordance with its terms.

"Environmental Claim" means any and all administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such Environmental Law.

"Environmental Law" means all requirements of Applicable Law, or of environmental, health or safety statutes, regulations, rules, ordinances, policies, orders, approvals, notices, licenses, permits or directives of any federal, territorial, provincial, state or local judicial, regulatory or administrative agency, board or Governmental Authority.

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Governmental Authority" means any government, parliament, legislature, or any regulatory authority, agency, commission or board of any government, parliament or legislature, or any court or any other law, regulation or rule-making entity having or purporting to have jurisdiction in the relevant circumstances, or any Person acting or purporting to act under the authority of any of the foregoing.

"Minerals" means any and all metals, minerals or products of whatever kind and nature in, under or upon the surface or subsurface of the Property (including, without limitation, ore, metals, precious metals, base metals, uranium, industrial minerals, concentrates, gems, diamonds, commercially valuable rock, aggregate, clays and other minerals which are mined, excavated, extracted, recovered or otherwise sold from the Property.

"Mining Rights" means any mining claims, mining leases, mining concessions, exploration permits, mining licenses, forms of mineral tenure or other rights to Minerals or to access and work upon lands, such as ownership and ancillary rights, surface rights, leasing agreements, lands temporal occupation agreements or otherwise, for the purpose of exploring, exploiting or benefiting Minerals, under the terms of Applicable Laws, whether contractual, statutory or otherwise, or any interest therein. Mining Rights includes any amendments, relocations, adjustments, resurvey, additional locations, derived rights or conversions of, or any renewal, amendment or other modification or extensions of any of the foregoing.

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

"NSR" means net smelter returns.

"Offer Notice" has the meaning set out in Section 5.1.

"Osisko" means Osisko Gold Royalties Ltd and any successor thereto.

"Osisko Deadline" has the meaning set out in Section 5.1.

"Osisko Notice" has the meaning set out in Section 6.2.

"Osisko Purchase Price" has the meaning set out in Section 6.3.

"Party" means a party to this Agreement and "Parties" means all of them.

"Permitted Encumbrances" means:

(a) easements, rights of way, servitude and similar rights in land including, but not limited to, rights of way and servitude for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric power, telephone, telegraph or cable television conduits, poles, wires and cables which are not material;

(b) the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, grant or permit forming part of the Property, or by any statutory provision, to terminate any such lease, licence, grant or permit or to require annual or other periodic payments as a condition of the continuance of them, as well as all other reservations, limitations, provisions and conditions in any original grant from Governmental Authorities;
(c) the right of any Governmental Authority to levy taxes on minerals or the revenue therefrom and governmental restrictions on production rates on the operation of a mine on the Property, as well as all other rights vested in any Governmental Authority to control or regulate the Property pursuant to Applicable Laws;
(d) any liens, charges or other encumbrances:
- (i) for taxes, assessments or governmental charges; and
- (ii) incurred, created and granted in the ordinary course of business to a public utility or Governmental Authority in connection with operations conducted with respect to the Property, but only to the extent those liens relate to costs for which payment is not due;
(e) undetermined or inchoate construction or repair or storage liens arising in the ordinary course of the operation of business, a claim for which has not been filed or registered pursuant to law of which notice in writing has not been given;
(f) any reservations or exceptions contained in the concessions or other original grant of rights underlying or related to the Owners mineral projects; easements and any registered restrictions or covenants that run with the Owners mineral projects, provided the same are not of such nature as to materially adversely affect the use or value of the property subject thereto;
(g) zoning by-laws, ordinances or other restrictions as to the use of real zoning bylaws ordinances or other restrictions as to the use of real property, and agreements with other Persons registered against title to the Owner's mineral projects, provided the same are not of such nature as to materially adversely affect the use or value of the property subject thereto;
(h) the surface rights to the mining concessions forming a part of the Property are not necessarily exclusive, such as Crown granted licences of occupation, statutory rights of way for electrical power lines, and reserves for miscellaneous land uses;
(i) [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]
(j) [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Permitted Security" has the definition set out in the Royalty Agreement.

"Person" means and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, governmental agency or board or commission or authority and any other form of entity or organization.

"Property" means, collectively the Mining Rights and other rights and interests described in Schedule "A".

"Regulatory News Release" has the meaning set out in Section 7.3.

"Representatives" means, collectively, the employees, professionals, consultants and agents employed by or contracted to a Party.

"Royalty" means a perpetual 1.2% NSR royalty in accordance with the terms and conditions of the Royalty Agreement.

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Royalty Agreement" means the royalty agreement attached as Schedule "C" hereto.

"Royalty Consideration" means the amount of $6,200,000.

"Subscription Agreement" means the subscription dated December 13, 2019 between Talisker and Osisko.

"Talisker" means Talisker Resources Ltd. and any successor thereto.

"Talisker Group" means, collectively, Talisker and Bralorne.

"Term Sheet" has the meaning set out in the Recitals.

1.2 Schedules

The following schedules are attached to and incorporated in this Agreement by this reference:

Schedule "A" Description of Property Schedule "B" Description of Permitted Encumbrances Schedule "C" Royalty Agreement

ARTICLE 2 GRANT OF ROYALTY

2.1 Grant of Royalty

Bralorne shall grant to Osisko the Royalty in consideration for the payment by Osisko to Bralorne or as Bralorne may otherwise direct in writing of the Royalty Consideration, free and clear of all Encumbrances (save and except for Permitted Encumbrances) and in accordance with the other provisions of this Agreement and the Royalty Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Mutual Representations and Warranties

Each Party represents and warrants to the other Party hereto that:

(a) it is a body corporate duly incorporated or continued and duly organized and validly subsisting under the laws of its organizational jurisdiction;
(b) it has full power and authority to carry on its business and to enter into this Agreement and the Royalty Agreement;
(c) neither the execution and delivery of this Agreement and the Royalty Agreement nor the consummation of the transactions hereby or thereby contemplated conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party;
(d) the execution and delivery of this Agreement and the Royalty Agreement do not violate or result in the breach of the laws of any jurisdiction applicable to a Party or pertaining thereto or of its organizational documents;
(e) all corporate authorizations have been obtained for the execution of this Agreement and the Royalty Agreement and for the performance of its obligations hereunder and thereunder; and
(f) this Agreement and the Royalty Agreement constitute a legal, valid and binding obligation of the Party enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws or by equitable principles generally.

For the purposes of this Section the members of the Talisker Group are one Party and Osisko is a second Party.

3.2 Talisker Group Representations and Warranties

The Talisker Group represents and warrants to Osisko that:

(a) Bralorne is the recorded and beneficial owner of the Mining Rights comprising the Property;
(b) save and except as will be provided in the Royalty Agreement, neither Bralorne nor the Property is subject to any option, right of first refusal, purchase right, acquisition right or other similar right to acquire an interest therein;
(c) the Property is not subject to any area of common interest or similar obligations;
(d) the Property is properly and accurately described in Schedules "A" hereto and the Property is in good standing;
(e) the Talisker Group has provided Osisko or its Representatives access to all material Data in its possession relating to the Property;
(f) the Talisker Group has not received notice that there are any adverse claims, challenges, suits, actions, prosecutions, investigations or proceedings against or to the ownership of or rights or title to the Property or any portion thereof;
(g) it has not had notice of and has no knowledge of any proposal to terminate or vary the terms of rights attaching to the Property from any Governmental Authority, or of any challenge to its right, title or interest in the Property;
(h) no part of the Property lies within any protected area, rescued area, reserve, reservation or reserved area or other area designated by any Governmental Authority, that would impair the development of a mining project thereon;
(i) the Mining Rights comprising the Property are free and clear of all Encumbrances (except for Permitted Encumbrances) and, without limiting the generality of the foregoing, other than this Agreement, the Royalty Agreement and the Permitted Encumbrances, there are not any agreements or options to grant or convey any interest in the Property or with respect to the Property;
(j) save and except as has been disclosed in writing to Osisko, there are no Environmental Claims with respect to the Property nor to the knowledge of the Talisker Group, any facts which could give rise to any such material claim, nor to the knowledge of the Talisker Group have any activities on the Property been in violation of any applicable Environmental Law, regulations or regulatory prohibition or order, and conditions on and relating to the Property are in material compliance with such Environmental Laws, regulations, prohibitions and orders;
(k) save and except as has been disclosed in writing to Osisko, there has been no material spill, discharge, leak, emission, ejection, escape, dumping, or any release or threatened release of any kind, of any toxic or hazardous substance or waste (as defined by any Applicable Law) from, on, in or under the Property or into the environment;
(l) no toxic or hazardous substance or waste has been disposed of or is located on the Property other than in compliance with Applicable Law;
(m) there are no pending or ongoing actions pursuant to the assertion of any land claims with respect to lands included in the Property;
(n) to the knowledge of the Talisker Group, no proceedings are pending for and the Talisker Group is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of Talisker or Bralorne or the placing of Talisker or Bralorne into bankruptcy or subject to any other laws governing the affairs of insolvent persons;
(o) the Talisker Group is, in all material respects, conducting its business in compliance with all Applicable Laws, rules and regulations and is licensed, registered or qualified in the jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing;
(p) no consent or approval of any third party or Governmental Authority is required for the execution, delivery or performance of this Agreement; and
(q) the Talisker Group has no liability, direct or indirect, contingent or otherwise, which materially adversely affects the Talisker Group or would reasonably be expected to have a material adverse effect on the Property and without limiting the generality of the foregoing, the Talisker Group has no material obligation or liability except those arising in the ordinary course of business none of which is materially adverse to the Talisker Group.

ARTICLE 4 CLOSING

4.1 Date and Place of Closing

The closing of the grant of the Royalty (the "Closing") shall occur immediately after execution of this Agreement on the date hereof (the "Closing Date") in the offices of Osisko by electronic exchange of documents and wire transfer of funds.

4.2 Osisko's Closing Deliveries

At the Closing, Osisko shall deliver the following to the Talisker Group:

(a) an amount of $6,200,000 in cash to Bralorne by wire transfer [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]
(b) an executed Royalty Agreement; and
(c) such other documentation as contemplated in the closing agenda prepared for the Closing and in form and substance agreed upon the Parties.

4.3 Talisker Group's Closing Deliveries

At the Closing, the Talisker Group shall deliver the following to Osisko:

(a) an executed Royalty Agreement;
(b) certified copies of resolutions of the directors of Talisker and Bralorne approving the execution and delivery of the Royalty Agreement; and
(c) such other documentation as contemplated in the closing agenda prepared for the Closing and in form and substance agreed upon the Parties.

ARTICLE 5 PARTICIPATION RIGHTS ON ROYALTIES, STREAM RIGHTS AND SIMILAR INTERESTS

5.1 Participation Rights on Royalties, Stream Rights and Similar Interests

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

5.2 Exceptions

Nothing in Section 5.1 restricts in any manner:

(a) the disposition by a Party of an interest in the Right or this Agreement to an Affiliate; or
(b) an amalgamation, merger or other form of corporate reorganization which is a bona fide business transaction that has the effect in law of the amalgamated or surviving corporation possessing, directly or indirectly, substantially all the properties, rights and interests and being subject to substantially all the debts, liabilities and obligations of the transferring party.

ARTICLE 6 BUY-BACK RIGHT ON EXISTING ROYALTIES

6.1 Existing Royalty Repurchase Right

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

ARTICLE 7 CONFIDENTIAL INFORMATION

7.1 Confidential Information

Except as specifically otherwise provided for herein, the Parties will keep confidential this Agreement and the terms hereof and will refrain from using it other than for the activities contemplated hereunder or publicly disclosing it if required by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction, or with the consent of the other Party, such consent not to be unreasonably withheld. Osisko acknowledges that this Agreement may be made public and filed on the System for Electronic Document Analysis and Retrieval (SEDAR) profile of Talisker. Osisko consents to such public filings, provided that Osisko shall be permitted a reasonable amount of time prior to any such filing in order to, if warranted, make suggestions as to redacted portions of this Agreement in accordance with applicable law. Talisker shall act reasonably in considering whether to accept such changes as to redactions but shall not be required to accept such changes.

For the purposes of this Article, the members of the Talisker Group are one Party and Osisko is a second Party.

The consent required by this Section shall not apply to a disclosure:

(a) to an affiliate, advisor, auditor, consultant, contractor or subcontractor that has a bona fide need to be informed;
(b) to any third Person to whom the disclosing Party contemplates a transfer of its interest in or to this Agreement or the Property and to whom the disclosing Party is permitted to make a transfer hereunder;
(c) which, through no fault of a Party, has become publicly disclosed or part of the public domain;
(d) to a governmental agency or to the public (including public filing on SEDAR at www.SEDAR.com) which the disclosing Party believes in good faith is required or desirable by pertinent law or regulation or the rules of any stock exchange;
(e) if required in connection with legal proceedings or arbitration relating to this Agreement or for the purpose of advising a Party in relation to legal proceedings or arbitration; or
(f) to a banker or other financial institution or lending party or consortium considering the provision of or, which has provided financial accommodation to, a Party or an affiliate or to a trustee, representative or agent or such a banker or financial institution,

provided that, in the case of disclosure pursuant to Sections 7.1(b) or 7.1(f), a confidentiality undertaking must be executed that must be in a prior agreed form satisfactory to the nondisclosing Party, acting reasonably, which form may be redacted to protect the identity of such third Person, banker or other financial institution. Such confidentiality undertaking must (i) contain a third party beneficiary clause or otherwise provide that it is in favour of the nondisclosing Party hereunder, and (ii) permit disclosure of its terms by the disclosing Party to such non-disclosing Party. The disclosing Party must (i) advise the non-disclosing Party if it executes a confidentiality undertaking and provide notice when the disclosure commences and when the disclosure ceases under such confidentiality undertaking (without being required to provide names of the third Person, banker or other financial institution), and (ii) strictly enforce any confidentiality undertaking and advise the non-disclosing Party of any breach thereof. If there is a breach of a confidentiality undertaking, the disclosing Party is obligated to provide a copy of the confidentiality undertaking to the non-disclosing Party.

7.2 Information in Public Domain

The provisions of this Article 7 do not apply to information which is or becomes part of the public domain other than through a breach of the terms hereof.

7.3 Press Release

Each Party will, to the extent practicable, obtain prior consent from the other Party before issuing any such press release or public statement, except if such disclosure is required by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction (a "Regulatory News Release") and the other Party unreasonably withholds consent to such press release or other public statement or does not provide such consent in a timely manner. Notwithstanding the above, when practicable, where a Party requests consent from the other Party of any such press release or public statement and the other Party has not

responded to such request within forty eight (48) hours, then the Party proposing the press release or public statement will be entitled to proceed with its disclosure as if it had received consent from the other Party, which forty eight (48) hours period shall be reduced to twelve (12) hours in the case of a Regulatory News Release.

7.4 Request to Disclose

Where a request is made for permission under this Article 7 to disclose confidential information, a reply thereto will be made as soon as possible and in any event within twenty-four (24) hours after receipt of such request, failing which the Party requesting will be entitled to disclose such information in the limited circumstances specified in such request as if such consent had been given.

ARTICLE 8 SURVIVAL AND INDEMNIFICATION

8.1 Survival

The representations and warranties, covenants and obligations of the Parties in or under this Agreement and in or under any documents, instruments and agreements delivered pursuant to this Agreement will survive the execution and delivery of this Agreement and: (i) with respect to the representations and warranties contained in this Agreement shall continue in full force and effect [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]; and (ii) with respect to the covenants and obligations shall continue in full force and effect.

For the purposes of this Article, the members of the Talisker Group are one Party and Osisko is a second Party.

8.2 Indemnification

Each Party agrees to indemnify and save harmless the other from and against all losses suffered or incurred as a result or arising directly or indirectly out of or in connection with:

(a) any breach or any misrepresentation or inaccuracy of any representation or warranty contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto; and
(b) any breach or non-performance of any covenant or obligation to be performed which is contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto.

ARTICLE 9 NOTICE

9.1 Notice

All notices and other communications under this Agreement will be in writing and may be delivered personally or transmitted by email as follows:

(a) To Osisko:

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

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION] Attention: André Le Bel, Vice President, Legal Affairs and Corporate Secretary

(b) To the Talisker Group:

Talisker Resources Ltd. 100 King Street West Suite 7010 Toronto, Ontario M5X 1A0

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

Attention: Terence Harbort, President & CEO

or to such addresses as each Party may from time to time specify by notice. Any notice will be deemed to have been given and received:

(a) if personally delivered, then on the day of personal service to the recipient Party, provided that if such date is a day other than a Business Day such notice will be deemed to have been given and received on the first Business Day following the date of personal service;
(b) if sent by email transmission and successfully transmitted prior to 5:00 pm on a Business Day (recipient Party time), then on that Business Day, and if transmitted after 5:00 pm on that day then on the first Business Day following the date of transmission.

ARTICLE 10 GENERAL

10.1 Interpretation

Unless the context otherwise requires, in this Agreement:

(a) the headings to the Articles, Sections, subsections or clauses of this Agreement are inserted for convenience only and are not intended to affect the construction hereof or affects its interpretation;
(b) this Agreement will be read with such changes in gender or number as the context requires;
(c) a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied,

supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document;

(d) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation, code, by-law, ordinance or statutory instrument issued under it;
(e) a reference to writing includes an electronic mail transmission and any means of reproducing words in a tangible and permanently visible form;
(f) if an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day; and
(g) if any provision of this Agreement is or becomes illegal, invalid or unenforceable, in whole or in part, the remaining provisions will nevertheless be and remain valid and subsisting and the said remaining provisions will be construed as if this Agreement had been executed without the illegal, invalid or unenforceable portion.

10.2 Currency

All dollar amounts expressed herein, unless otherwise specified, refer to lawful currency of Canada.

10.3 Entire Agreement

Save and except for the Subscription Agreement and the Royalty Agreement executed pursuant to the terms hereof, this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, including, for certainty, the Term Sheet. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in this Agreement. No waiver of any other provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

10.4 Further Assurances

The Parties will promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent of this Agreement.

10.5 Manner of Payment

All cash payments to be made to any Party may be made by wire transfer to a bank account the details of which are provided by the receiving Party to the sending party or by certified cheque or draft delivered to such Party at its address for notice purposes as provided herein.

10.6 Enurement

This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

10.7 Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of Ontario and the laws of Canada generally applicable therein. Each Party irrevocably submits to the jurisdiction of the courts in Toronto, Ontario with respect to any matter arising under or related to this Agreement.

10.8 Time of the Essence

Time is of the essence in the performance of each obligation under this Agreement.

10.9 Counterparts

This Agreement may be executed in any number of counterparts and all such counterparts, taken together, will be deemed to constitute one and the same instrument. In addition, execution of this Agreement by either of the Parties may be evidenced by way of email transmission of such Party's signature (which signature may be by separate counterpart) or a photocopy of such email transmission, and such emailed signature, or photocopy of such emailed signature, shall be deemed to constitute the original signature of such Party to this Agreement.

10.10 Expenses

Talisker shall be responsible for the payment of [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] plus applicable taxes (and no more) on account of Osisko's out of pocket costs and expenses incurred by Osisko, including in relation to due diligence and all legal fees and expenses associated with the transactions contemplated herein.

10.11 Language

The Parties have expressly requested that the present Agreement be drafted in the English language. Les parties ont expressément exigé que la présente convention soit rédigée en langue anglaise.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF this Agreement has been executed as of the date first above given.

OSISKO GOLD ROYALTIES LTD

By: "Elif Lévesque" Name: Elif Lévesque Title: Chief Financial Officer and Vice President Finance
By: "André Le Bel" Name: André Le Bel Title: Vice President, Legal Affairs and Corporate Secretary

TALISKER RESOURCES LTD.

By: "Terence Harbort" Name: Terence Harbort Title: President & CEO

BRALORNE GOLD MINES LTD.

By: "Terence Harbort" Name: Terence Harbort Title: President & CEO

SCHEDULE "A"

DESCRIPTION OF PROPERTY

Undersurface Rights:

Name	Description
Cosmopolitan	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 584, Lillooet District, known as the "Cosmopolitan" MineralClaim, registered under no. KW82934
Virginia	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5455, Lillooet District, known as the "Virginia" Mineral Claim,registered under no. KW82935
Noelton Fraction	All minerals precious and base (save coal and petroleum ) lying in or underDistrict Lot 5456, Lillooet District, known as the "Noelton Fraction" MineralClaim, registered under no. KW82936
Mauser	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5457, Lillooet District, known as the "Mauser" Mineral Claim,registered under no. KW82937
Carl	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5458, Lillooet District, known as the "Carl" Mineral Claim,registered under no. KW82938
Alex	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5459, Lillooet District, known as the "Alex" Mineral Claim,registered under no. KW82939
Matthew	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5460, Lillooet District, known as the "Matthew" Mineral Claim,registered under no. KW82940
John	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5461, Lillooet District, known as the "John" Mineral Claim,registered under no. KW82941
Kathleen	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5462, Lillooet District, known as the "Kathleen" Mineral Claim,

Name	Description
	registered under no. KW82942
Raymond	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5463, Lillooet District, known as the "Raymond" Mineral Claim,registered under no. KW82943
Savage	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5464, Lillooet District, known as the "Savage" Mineral Claim,registered under no. KW82944
Winchester	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5465, Lillooet District, known as the "Winchester" MineralClaim, registered under no. KW82945
Lee Metford	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5466, Lillooet District, known as the "Lee Metford" MineralClaim, registered under no. KW82946
Edna Mary	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5920, Lillooet District, known as the "Edna Mary" Mineral Claim,registered under no. KW82948
Alex Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5921, Lillooet District, known as the "Alex Fraction" MineralClaim, registered under no. KW82949
Alex No. 2 Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5922, Lillooet District, known as the "Alex No. 2 Fraction"Mineral Claim, registered under no. KW82950
Raymond Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5923, Lillooet District, known as the "Raymond Fraction"Mineral Claim, registered under no. KW82951
Star Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5924, Lillooet District, known as the "Star Fraction" MineralClaim, registered under no. KW82952
Star No. 1 Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5925, Lillooet District, known as the "Star No. 1 Fraction"

Name	Description
	Mineral Claim, registered under no. KW82953
Blue Jay	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 6466, Lillooet District, known as the "Blue Jay" Mineral Claim,registered under no. KW82954
Pioneer	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 456, Lillooet District, known as the "Pioneer" Mineral Claim,registered under no. KW82955
Ida May	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 457, Lillooet District, known as the "Ida May" Mineral Claim,registered under no. KW82956
Nellie Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 458, Lillooet District, known as the "Nellie Fraction" MineralClaim, registered under no. KW82957
Mary Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 459, Lillooet District, known as the "Mary Fraction" MineralClaim, registered under no. KW82958
Trio	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 460, Lillooet District, known as the "Trio" Mineral Claim,registered under no. KW82959
Little Joe	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 539, Lillooet District, known as the "Little Joe" Mineral Claim,registered under no. KW82960
White Crow	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 540, Lillooet District, known as the "White Crow" Mineral Claim,registered under no. KW82961
Bend'or	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 541, Lillooet District, known as the "Bend'or" Mineral Claim,registered under no. KW82962
Jim Crow Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 542, Lillooet District, known as the "Jim Crow Fraction" Mineral

Name	Description
	Claim, registered under no. KW82963
Carbine	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5467, Lillooet District, known as the "Carbine" Mineral Claim,registered under no. KW82947
Delighted	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 543, Lillooet District, known as the "Delighted" Mineral Claim,registered under no. KW82964
Wood Chuck	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 579, Lillooet District, known as the "Wood Chuck" MineralClaim, registered under no. KW82965
Copeland	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 580, Lillooet District, known as the "Copeland" Mineral Claim,registered under no. KW82966
Hiram	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 581, Lillooet District, known as the "Hiram" Mineral Claim,registered under no. KW82967
Marquis	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 586, Lillooet District, known as the "Marquis" Mineral Claim,registered under no. KW82968
Golden King	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 587, Lillooet District, known as the "Golden King" MineralClaim, registered under no. KW82969
Lorne	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 588, Lillooet District, known as the "Lorne" Mineral Claim,registered under no. KW82970
Alhambra	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 665, Lillooet District, known as the "Alhambra" Mineral Claim,registered under no. KW82971
Night Hawk	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 666, Lillooet District, known as the "Night Hawk" Mineral Claim,

Name	Description
	registered under no. KW82972
Lurgan Fraction No. 1	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 667, Lillooet District, known as the "Lurgan Fraction No. 1"Mineral Claim, registered under no. KW82973
Lurgan Fraction No. 2	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 668, Lillooet District, known as the "Lurgan Fraction No. 2"Mineral Claim, registered under no. KW82974
Metropolitan	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 669, Lillooet District, known as the "Metropolitan" MineralClaim, registered under no. KW82975
Telephone	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 670, Lillooet District, known as the "Telephone" Mineral Claim,registered under no. KW82976
Wood Duck	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 671, Lillooet District, known as the "Wood Duck" Mineral Claim,registered under no. KW82977
Exchange Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 673, Lillooet District, known as the "Exchange Fraction" MineralClaim, registered under no. KW82978
Blackbird	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1176, Lillooet District, known as the "Blackbird" Mineral Claim,registered under no. KW82979
Countless	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1177, Lillooet District, known as the "Countless" Mineral Claim,registered under no. KW82980
Nellie	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1179, Lillooet District, known as the "Nellie" Mineral Claim,registered under no. KW82981
Whip-Poor-Will	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1221, Lillooet District, known as the "Whip-Poor-Will" Mineral

Name	Description
	Claim, registered under no. KW82982
Duke	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1222, Lillooet District, known as the "Duke" Mineral Claim,registered under no. KW82983
Royal	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1224, Lillooet District, known as the "Royal" Mineral Claim,registered under no. KW82984
LeRoy	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1225, Lillooet District, known as the "LeRoy" Mineral Claim,registered under no. KW82985
Maud S. Frac.	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1226, Lillooet District, known as the "Maud S. Frac." MineralClaim, registered under no. KW82986
Silver Dollar	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2372, Lillooet District, known as the "SilverDollar" Mineral Claim, registered under no. KW82987
Golden Ribon	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2374, Lillooet District, known as the "GoldenRibon" Mineral Claim, registered under no. KW82988
Alma	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2375, Lillooet District, known as the "Alma"Mineral Claim, registered under no. KW82989
Union Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2376, Lillooet District, known as the "UnionFraction" Mineral Claim, registered under no. KW82990
GoldQueenFractional	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2377, Lillooet District, known as the "GoldQueen Fractional" Mineral Claim, registered under no. KW82991
Silver King	All minerals precious and base (save coal, petroleum and natural gas)which may be found in, upon or under District Lot 2378, Lillooet District,

Name	Description
	known as the "Silver King" Mineral Claim, registered under no. KW82992
Motherlode Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2379, Lillooet District, known as the"Motherlode Fraction" Mineral Claim, registered under no. KW82993
Andy Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2380, Lillooet District, known as the "AndyFraction" Mineral Claim, registered under no. KW82994
Don F	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2381, Lillooet District, known as the "Don F"Mineral Claim, registered under no. KW82995
Don C	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2382, Lillooet District, known as the "Don C"Mineral Claim, registered under no. KW82996
Don A	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2383, Lillooet District, known as the "Don A"Mineral Claim, registered under no. KW82997
Don E	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2384, Lillooet District, known as the "Don E"Mineral Claim, registered under no. KW82998
Don B Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2385, Lillooet District, known as the "Don BFraction" Mineral Claim, registered under no. KW82999
Robin	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2387, Lillooet District, known as the "Robin"Mineral Claim, registered under no. KW83000
Rainier	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2388, Lillooet District, known as the "Rainier"Mineral Claim, registered under no. KW83001
Tacoma	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2389, Lillooet District, known as the "Tacoma"

Name	Description
	Mineral Claim, registered under no. KW83002
Seattle	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2390, Lillooet District, known as the "Seattle"Mineral Claim, registered under no. KW83003
Nugget King	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2393, Lillooet District, known as the "NuggetKing" Mineral Claim, registered under no. KW83004
Don Z Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 2394, Lillooet District, known as the "Don ZFraction" Mineral Claim, registered under no. KW83005
Sunset	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3045, Lillooet District, known as the "Sunset" Mineral Claim,registered under No. KW83006
Great Fox	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3046, Lillooet District, known as the "Great Fox" Mineral Claim,registered under no. KW83007
East Pacific	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3047, Lillooet District, known as the "East Pacific" MineralClaim, registered under no. KW83008
Clifton	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3048, Lillooet District, known as the "Clifton" Mineral Claim,registered under no. KW83009
Corasand	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3049, Lillooet District, known as the "Corasand" Mineral Claim,registered under no. KW83010
Emmadale	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3050, Lillooet District, known as the "Emmadale" Mineral Claim,registered under no. KW83011
Union Jack Fractional	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3051, Lillooet District, known as the "Union Jack Fractional"

Name	Description
	Mineral Claim, registered under no. KW83012
Titanic Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3053, Lillooet District, known as the "Titanic Fraction" MineralClaim, registered under no. KW83013
Invincible	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3091, Lillooet District, known as the "Invincible" Mineral Claim,registered under No. KW83014
Leon No. 1	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5323, Lillooet District, known as the "Leon No.1" Mineral Claim, registered under no. KW83015
Leon Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5324, Lillooet District, known as the "LeonFraction" Mineral Claim, registered under no. KW83016
Leon No. 2	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5325, Lillooet District, known as the "Leon No.2" Mineral Claim, registered under no, KW3017
Leon No. 3	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5326, Lillooet District, known as the "Leon No.3" Mineral Claim, registered under no. KW83017
Leon No. 4	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5328, Lillooet District, known as the "Leon No.4" Mineral Claim, registered under no. KW83019
Victor Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5331, Lillooet District, known as the "VictorFraction" Mineral Claim, registered under no. KW83020
Hiram Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5332, Lillooet District, known as the "HiramFraction" Mineral Claim, registered under no. KW83021
Eagle Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5468, Lillooet District, known as the "Eagle Fraction" Mineral

Name	Description
	Claim, registered under no. KW83022
Eagle	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5469, Lillooet District, known as the "Eagle" Mineral Claim,registered under no. KW83023
Eagle No. 1	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5470, Lillooet District, known as the "Eagle No. 1" MineralClaim, registered under no. KW83024
Lucky Boy Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5475, Lillooet District, known as the "LuckyBoy Fraction" Mineral Claim, registered under no. KW83025
Bessie Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5476, Lillooet District, known as the "BessieFraction" Mineral Claim, registered under no. KW83026
Savoy	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5477, Lillooet District, known as the "Savoy"Mineral Claim, registered under no. KW83027
Empire Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5478, Lillooet District, known as the "EmpireFraction" Mineral Claim, registered under no. KW83028
Eureka	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5479, Lillooet District, known as the "Eureka"Mineral Claim, registered under no. KW83029
Cascade Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5480, Lillooet District, known as the "CascadeFraction" Mineral Claim, registered under no. KW83030
CosmopolitanFraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5481, Lillooet District, known as the"Cosmopolitan Fraction" Mineral Claim, registered under no. KW83031
Duke Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5482, Lillooet District, known as the "Duke

Name	Description
	Fraction" Mineral Claim, registered under no. KW83032
Coronation Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5483, Lillooet District, known as the"Coronation Fraction" Mineral Claim, registered under no. KW83033
Polnud	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5484, Lillooet District, known as the "Polnud"Mineral Claim, registered under no. KW83034
Mack Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5485, Lillooet District, known as the "MackFraction" Mineral Claim, registered under no. KW83049
Night Hawk Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5486, Lillooet District, known as the "NightHawk Fraction" Mineral Claim, registered under no. KW83050
Polnud Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5487, Lillooet District, known as the "PolnudFraction" Mineral Claim, registered under no. KW83051
Pasadena Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5488, Lillooet District, known as the"Pasadena Fraction" Mineral Claim, registered under no. KW83052
Telephone Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5489, Lillooet District, known as the"Telephone Fraction" Mineral Claim, registered under no. KW83053
Monica Marjorie	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5508, Lillooet District, known as the "MonicaMarjorie" Mineral Claim, registered under no. KW83068
A Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5517, Lillooet District, known as the "AFraction" Mineral Claim, registered under no. KW83069
Hilda	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5518, Lillooet District, known as the "Hilda"

Name	Description
	Mineral Claim, registered under no. KW83070
B Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5519, Lillooet District, known as the "BFraction" Mineral Claim, registered under no. KW83071
Margaret	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5520, Lillooet District, known as the "Margaret"Mineral Claim, registered under no. KW83072
Hope	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5521, Lillooet District, known as the "Hope"Mineral Claim, registered under no. KW83073
David	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5522, Lillooet District, known as the "David"Mineral Claim, registered under no. KW83074
Jack	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5523, Lillooet District, known as the "Jack"Mineral Claim, registered under no. KW83075
Annette Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5524, Lillooet District, known as the "AnnetteFraction" Mineral Claim, registered under no. KW83076
Buck Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5525, Lillooet District, known as the "BuckFraction" Mineral Claim, registered under no. KW83077
Millbank	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5582, Lillooet District, known as the "Millbank"Mineral Claim, registered under no. KW83078
Great Divide Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5591, Lillooet District, known as the "GreatDivide Fraction" Mineral Claim, registered under no. KW83079
Development No. 2	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5594, Lillooet District, known as the

Name	Description
	"Development No. 2" Mineral Claim, registered under no. KW83080
Development No. 1	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5595, Lillooet District, known as the"Development No. 1" Mineral Claim, registered under no. KW83081
Development No. 2A	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5596, Lillooet District, known as the"Development No. 2A" Mineral Claim, registered under no. KW83054
Development No. 3	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5597, Lillooet District, known as the"Development No. 3" Mineral Claim, registered under no. KW83055
Development No. 4	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5598, Lillooet District, known as the"Development No. 4" Mineral Claim, registered under no. KW83056
Sunbeam	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5742, Lillooet District, known as the"Sunbeam" Mineral Claim, registered under no. KW83057
Comstock No. 5	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5743, Lillooet District, known as the "ComstockNo. 5" Mineral Claim, registered under no. KW83058
Comstock No. 2	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5744, Lillooet District, known as the "ComstockNo. 2" Mineral Claim, registered under no. KW83059
Homestake	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5745, Lillooet District, known as the"Homestake" Mineral Claim, registered under no. KW83060
Sunshine	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5746, Lillooet District, known as the"Sunshine" Mineral Claim, registered under no. KW83061
Comstock No. 3	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5747, Lillooet District, known as the "Comstock

Name	Description
	No. 3" Mineral Claim, registered under no. KW83062
Lorenzo	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5748, Lillooet District, known as the "Lorenzo"Mineral Claim, registered under no. KW83063
Orion No. 4	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5750, Lillooet District, known as the "Orion No.4" Mineral Claim, registered under no. KW83064
Orion	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5751, Lillooet District, known as the "Orion"Mineral Claim, registered under no. KW83065
Comstock No. 8	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5752, Lillooet District, known as the "ComstockNo. 8" Mineral Claim, registered under no. KW83066
Comstock No. 7	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5754, Lillooet District, known as the "ComstockNo. 7" Mineral Claim, registered under no. KW83067
Comstock No. 6	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 5755, Lillooet District, known as the "ComstockNo. 6" Mineral Claim, registered under no. KW83035
Turret Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6037, Lillooet District, known as the "TurretFraction" Mineral Claim, registered under no. KW83036
Gold King	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6038, Lillooet District, known as the "GoldKing" Mineral Claim, registered under no. KW83037
Eagle	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6039, Lillooet District, known as the "Eagle"Mineral Claim, registered under no. KW83038
White Star	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6040, Lillooet District, known as the "White

Name	Description
	Star" Mineral Claim, registered under no. KW83039
Anne Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6041, Lillooet District, known as the "AnneFraction" Mineral Claim, registered under no. KW83040
Don C Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6044, Lillooet District, known as the "Don CFraction" Mineral Claim, registered under no. KW83041
Robin Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6045, Lillooet District, known as the "RobinFraction" Mineral Claim, registered under no. KW83042
Marie Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6048, Lillooet District, known as the "MarieFraction" Mineral Claim, registered under no. KW83043
Diane	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6830, Lillooet District, known as the "Diane"Mineral Claim, registered under no. KW83044
Heather Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6839, Lillooet District, known as the "HeatherFraction" Mineral Claim, registered under no. KW83045
Carol Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6840, Lillooet District, known as the "CarolFraction" Mineral Claim, registered under no. KW83046
Lee Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6945, Lillooet District, known as the "LeeFraction" Mineral Claim, registered under no. KW83047
A.M.	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6946, Lillooet District, known as the "A.M."Mineral Claim, registered under no. KW83048
Beef Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6947, Lillooet District, known as the "Beef

Name	Description
	Fraction" Mineral Claim, registered under no. KW83082
Deep Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6948, Lillooet District, known as the "DeepFraction" Mineral Claim, registered under no. KW83083
Audrey Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 6954, Lillooet District, known as the "AudreyFraction" Mineral Claim, registered under no. KW83084
J.B. Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 7428, Lillooet District, known as the "J.B.Fraction" Mineral Claim, registered under no. KW83085
Jean Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 7429, Lillooet District, known as the "JeanFraction" Mineral Claim, registered under no. KW83086
Jean No. 4 Fraction	All minerals precious and base (save coal, petroleum and natural gas)lying in or under District Lot 7430, Lillooet District, known as the "Jean No.4 Fraction" Mineral Claim, registered under no. KW83087

Lot 5742 Sunbeam
Lot 5743 Comstock No.5
Lot 5744 Comstock No.2
Lot 5745 Homestake
Lot 5746 Sunshine
Lot 5747 Comstock No.3
Lot 5748 Lorenzo
Lot 5750 Orion No.4
Lot 5751 Orion
Lot 5752 Comstock No.8
Lot 5754 Comstock No.7
Lot 5755 Comstock No.6

Mineral Claim Tenures:

BRX Group:

Claim Tenure No.	Claim Name	Expiry Date
228251		September 23, 2026
228252		September 23, 2026
228461		September 23, 2026
228462		September 23, 2026
228501	Fishlake #2	September 23, 2026
228544	Pine	September 23, 2026
228736		September 23, 2026
228738		September 23, 2026
510227		September 23, 2026

Bralorne Group:

Claim Tenure No.	Claim Name	Expiry Date
316338	Mead	September 23, 2026
316573	King	September 23, 2026
510593		September 23, 2026
510594		September 23, 2026
510595		September 23, 2026
510596		September 23, 2026

Claim Tenure No.	Claim Name	Expiry Date
510597		September 23, 2026
511088		September 23, 2026
511645	BP 1	September 23, 2026
517280		September 23, 2026
552953	BP3	September 23, 2026
552955	BP4	September 23, 2026
552959	BP5	September 23, 2026
552966	BP6	September 23, 2026
552971	BP7	September 23, 2026
552973	BP8	September 23, 2026
608095	Development Fraction	September 23, 2026
719549	Nugget King	September 23, 2026
818062	Dev. Fr. 2	September 23, 2026
882129	Pioneer Extension	September 23, 2026
1051046		March 29, 2020
1070898	Elbow	September 7, 2020

SCHEDULE "B"

DESCRIPTION OF ADDITIONAL PERMITTED ENCUMBRANCES

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

SCHEDULE "C"

ROYALTY AGREEMENT

THIS AGREEMENT dated as of December 20, 2019 (the "Execution Date").

BETWEEN:

OSISKO GOLD ROYALTIES LTD, a corporation incorporated under the laws of Québec, having its head office at 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec H3B 2S2

(the "Holder")

AND:

TALISKER RESOURCES LTD., a corporation incorporated under the laws of Ontario, having its head office at 100 King Street West, Suite 7010, Toronto, Ontario M5X 1A0

("Talisker")

AND:

BRALORNE GOLD MINES LTD., a corporation incorporated under the laws of British Columbia, having its head office at 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8

("Bralorne")

(the "Owner")

(collectively, the "Parties" and each of them, a "Party")

THE PARTIES AGREE AS FOLLOWS:

1 DEFINITIONS

1.1 Definitions. For the purposes of this Agreement, the following capitalized words and phrases shall have the following meanings, and grammatical variations of such terms shall have corresponding meanings:

"Additional Amounts" has the meaning ascribed to such term in Section 2.10(a).

"Affiliate" a person is considered to be an affiliate of another Person if one is the subsidiary of the other or if both are subsidiaries of the same Person.

"Agreement" means this agreement, including all schedules thereto, and all instruments supplementing, amending, restating or confirming this Agreement.

"Beneficiated Precious Metals" means doré or concentrates of Precious Metals.

"COMEX Average Price" means, for any period, the average of the daily COMEX settlement price for a given commodity as quoted in United States dollars by COMEX (a division of CME Group, Inc.) (or any successor thereto) for such period, calculated by dividing the sum of all such quotations during such period by the number of such quotations.

"Complementing" means the [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"control" means possession, directly or indirectly, of the power to direct or cause the direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.

"Early Termination Amount" means, [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Encumbrance" means, whether or not registered or registrable or recorded or recordable, and regardless of how created or arising:

(a) any royalty, stream, offtake or similar right, mortgage, assignment of receivable, lien, encumbrance, adverse claim, charge, execution, title defect, exception, reservation, encroachment, servitude, restriction on use, right of pre-emption, right of first refusal, privilege, security interest, hypothec or pledge, whether fixed or floating, against assets or property (whether real, personal, mixed, tangible or intangible), conditional sales contract, title retention agreement, and a subordination to any right or claim of others in respect thereof;
(b) a claim, interest or estate against or in assets or property (whether real, personal, mixed, tangible or intangible), granted to or reserved or taken by any Person;
(c) an option or other right to acquire, or to acquire any interest in, any assets or property (whether real, personal, mixed, tangible or intangible);
(d) any other encumbrance of whatsoever nature and kind against assets or property (whether real, personal, mixed, tangible or intangible); and
(e) any contract to create, or right capable of becoming, any of the foregoing.

"Event of Default" has the meaning ascribed to such term in Article 6.

"Excluded Taxes" means, with respect to the Owner or the Holder:

(a) taxes imposed on or measured by the person's net income or capital and franchise taxes imposed on it (in lieu of or in addition to net income taxes), by any jurisdiction (or any political subdivision thereof):
- (i) under the laws of which the person is organized or is resident (as determined by application of the laws of that jurisdiction);
- (ii) in which its principal office is located; or
- (iii) with which the person has a connection otherwise than by reason of entering into, and the transactions contemplated under, this Agreement;
(b) any branch profits taxes or any similar tax imposed on the person by any jurisdiction in which the person is located, otherwise than by reason of entering into, and the transactions contemplated under, this Agreement; and
(c) any estate, inheritance, gift, ad valorem, sales, excise, transfer, personal property or similar tax, assessment, or governmental charge to the extent the other Party has the ability to recover such tax, assessment or charge under Applicable Law.

"Execution Date" has the meaning set forth on page one (1) hereof.

"Feasibility Study" means a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable Modifying Factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable), the results of which study may reasonably serve as the basis for a final decision by a financial institution to proceed with, or finance the development of the deposit for mineral production.

"Guarantee" has the meaning set forth in Section 12.1.

"Holder" means Osisko Gold Royalties Ltd and its successors and permitted assigns.

"IFRS" means the International Financial Reporting Standards.

"Indicated Mineral Resource" means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.

"Royalty Consideration" means the amount of $6,200,000.

"Intercreditor Agreement" has the meaning ascribed to such term in Section 7.9.

"Intervening Event" has the meaning ascribed to such term in Section 13.1.

"Insolvency Law" means any of the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, and any proceeding under applicable corporate law seeking a compromise or arrangement of any debts of the corporation, or a stay of proceedings to enforce any of the claims of the corporation's creditors, and all other liquidation, administration, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of Canada or of other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

"LIBOR" means the twelve (12) month United States dollar Intercontinental Exchange London interbank offered rate as published by the Intercontinental Exchange.

"Loss" means an insurable loss of or damage to Products, whether or not occurring on or off the Property and whether the Products are in the possession of the Owner or otherwise.

"Materials" has the meaning ascribed to such term in Section 4.3.

"Measured Mineral Resource" means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit.

"Mine Plan" means at any time the most recent development and production plan (a) as provided to the Holder by Talisker or the Owner that has been approved by the applicable board thereof, or (b) as announced by Talisker or the Owner for a mineral project in the event that the Owner makes a production decision without the support of a Feasibility Study.

"Mineral Reserve" means the economically mineable part of a Measured Mineral Resource and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.

"Mineral Resource" means a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction.

"Mining" means the mining, extracting, producing, handling and milling or other processing of Products.

"Modifying Factors" are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.

"Monthly Production" means the production extracted, mined and removed from the Property or paid by an insurer as a result of a casualty to such production during a calendar month.

"National Instrument 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as implemented and in effect in any Canadian jurisdiction at the applicable time.

"NSR" means net smelter returns.

"Other Products" means all Products other than Precious Metals and the beneficiated products thereof.

"Owner" means Bralorne Gold Mines Ltd. and its successors and permitted assigns, and any such other Person who may be required to pay from time to time the Royalty pursuant to this Agreement.

"Owner Event" has the meaning set out in Section 12.3(a).

"Permitted Encumbrances" means:

(a) easements, rights of way, servitude and similar rights in land including, but not limited to, rights of way and servitude for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric power, telephone, telegraph or cable television conduits, poles, wires and cables which are not material;
(b) the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, grant or permit forming part of the Property, or by any statutory provision, to terminate any such lease, licence, grant or permit or to require annual or other periodic payments as a condition of the continuance of them, as well as all other reservations, limitations, provisions and conditions in any original grant from Governmental Authorities;
(c) the right of any Governmental Authority to levy taxes on minerals or the revenue therefrom and governmental restrictions on production rates on the operation of a mine on the Property, as well as all other rights vested in any Governmental Authority to control or regulate the Property pursuant to Applicable Laws;
(d) any liens, charges or other encumbrances:
(i) for taxes, assessments or governmental charges; and
(ii) incurred, created and granted in the ordinary course of business to a public utility or Governmental Authority in connection with operations conducted with respect to the Property, but only to the extent those liens relate to costs for which payment is not due;
(e) undetermined or inchoate construction or repair or storage liens arising in the ordinary course of the operation of business, a claim for which has not been filed or registered pursuant to law of which notice in writing has not been given;
(f) any reservations or exceptions contained in the concessions or other original grant of rights underlying or related to the Owners mineral projects; easements and any registered restrictions or covenants that run with the Owners mineral projects, provided the same are not of such nature as to materially adversely affect the use or value of the property subject thereto;
(g) zoning by-laws, ordinances or other restrictions as to the use of real zoning bylaws ordinances or other restrictions as to the use of real property, and agreements with other Persons registered against title to the Owner's mineral projects, provided the same are not of such nature as to materially adversely affect the use or value of the property subject thereto;
(h) the surface rights to the mining concessions forming a part of the Property are not necessarily exclusive, such as Crown granted licences of occupation, statutory rights of way for electrical power lines, and reserves for miscellaneous land uses;
(i) [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

(j) [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Parties" means the Holder, Talisker and the Owner collectively and "Party" means any of the Parties individually.

"Permitted Disclosure" has the meaning set out in Section 9.1.

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Precious Metals" means gold, silver and platinum group metals.

"Processor" means any third party smelter, refiner or processor other than the Owner or its Affiliates.

"Products" means any and all metals, minerals and products or by-products thereof, including the Materials, of whatever kind and nature in, under or upon the surface or subsurface of the Property (including, without limitation, ore, metals, precious metals, base metals, uranium, industrial minerals, concentrates, gems, diamonds, commercially valuable rock, aggregate, clays and other minerals which are mined, excavated, extracted, recovered or otherwise sold from the Property) and that may lawfully be explored for, mined and sold pursuant to the rights granted by the Mining Rights and other instruments of title under which the Property is held.

"Property" means, collectively:

(a) the Mining Rights and other rights and interests described in Schedule "A"; and
(b) any rights renewing, deriving, replacing or Complementing such Mining Rights or other rights and interests at any time.

"Property Transferee" has the meaning set out in Section 10.3.

"Regulatory News Release" has the meaning set out in Section 9.3.

"Royalty" means the net smelter returns royalty described in this Agreement.

"Royalty Purchase Agreement" means the royalty purchase agreement dated December 23, 2019 entered into between the Parties.

"Royalty Net Present Value" means [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Talisker" means Talisker Resources Ltd. and any successor thereto.

"Talisker Group" means, collectively, Talisker and the Talisker Subsidiaries.

"Talisker Subsidiaries" means, collectively, the direct and indirect subsidiaries of Talisker with a direct or indirect interest in the Property, including, without limitation, the Owner, and its successor and permitted assigns.

"Security" has the meaning set out in Section 7.1.

"Selected Commodity Analysts" means the respective division, group or entity of each of the following, which is responsible for forecasting Precious Metals and applicable Other Products: Bank of America Merrill Lynch, BMO Capital Markets, CIBC World Markets, Credit Suisse, GMP Securities, Morgan Stanley, RBC Capital Markets, Scotia Capital, TD Securities and UBS Securities, provided that any of the foregoing that has not published forecasts for the applicable Product prior to end of the last calendar quarter shall be excluded with respect to such Product and the foregoing list may be updated by the Parties, acting reasonably, in writing from time to time in order to remove and replace any institution that ceases to publish the relevant information. Where such term is used herein, the reference to consensus prices shall be determined based on the most recent forecast published by such persons.

"subsidiary" means a Person that is controlled directly or indirectly by another Person and includes a subsidiary of that subsidiary.

"Subsidiary Disposition" has the meaning set out in Section 12.2.

"Subsidiary Transferee" has the meaning set out in Section 12.2..

"Taxes" means all foreign and domestic federal, provincial, state, municipal and other governmental taxes, levies, imposts, deductions, charges, claims, and assessments and withholdings, and all liabilities with respect thereto (including, without limitation, interest and penalties).

"Termination Fee" has the meaning set out in Section 6.8.

"Termination Fee Event" has the meaning set out in Section 6.8.

"Transferee" has the meaning set out in Section 12.2.

1.2 Schedule

The following schedule is attached to and incorporated in this Agreement by this reference:

Schedule "A" - Description of Property Schedule "B" - Permitted Encumbrances

2 ROYALTY

2.1 Grant of Royalty. Subject to any adjustment and to other terms provided for hereunder, the Owner hereby grants and agrees to pay to the Holder a perpetual 1.2% NSR royalty from the production of all Products from the Property.
2.2 Real Right in the Property. The Owner hereby acknowledges and agrees that, to the extent permissible under Applicable Law, the Holder holds a perpetual direct real right in the Property (and in associated minerals and/or Products), provided such interest shall be satisfied in respect of any particular mineral and/or Product by the payment to the Holder of the Royalty in respect thereof.
2.3 Royalty Application. The Royalty shall apply to 100% of the interests of the Owner in the Property, underlying agreements pertaining thereto and production derived therefrom - but on a mine by mine basis.

2.4 Royalty Payments in respect of Precious Metals.

(a) In-Kind Credit. The Holder shall receive payment of the Royalty to the extent relating to Precious Metals as an "in-kind" credit, in the form of Beneficiated Precious Metals, by way of credit in metal or physical allocation to the bullion storage account maintained by the Holder with the Processor.
(b) Bullion Storage Account. The Holder shall open a bullion storage account at each Processor designated by the Owner as a possible recipient of refined bullion for which the Holder will be credited. The Holder shall be solely responsible for all costs and liabilities associated with maintenance of such account or accounts and the Owner shall not be required to bear any additional expenses with respect to such "in-kind" payments.
(c) Payments In-Kind (in doré). Where Precious Metals are shipped by the Owner in the form of doré, in order to settle the payment owed to the Holder pursuant to the Royalty, the Owner shall credit the Holder's bullion storage account with 1.2% of the Beneficiated Precious Metals derived from the Products and credited to the Owner by the Processor as soon as practicable and in any event no later than one (1) Business Day after Beneficiated Precious Metals are credited to the Owner, subject to further adjustment upon receipt of final adjusted numbers from the Processor. For greater certainty, all credits/payments due to the Holder on account of the Royalty and received by the Holder shall be held by the Owner in trust for the Holder until credited/paid to the Holder in accordance with the terms of this Agreement.
(d) Payments In-Kind (other than in doré). In the case of Precious Metals shipped by the Owner other than in the form of doré, in order to settle the payment owed to the Holder pursuant to the Royalty, the applicable in-kind credit shall be credited to the Holder's account no later than five (5) days after the last day of each month, subject to further adjustment upon receipt of final adjusted numbers from the Processor. For greater certainty, all credits/payments due to the Holder on account of the Royalty and received by the Holder shall be held by the Owner in trust for the Holder until credited/paid to the Holder in accordance with the terms of this Agreement.
(e) Allowable Deductions. The Holder shall be responsible for any incremental outof-pocket costs incurred by the Owner in providing for in-kind settlement of the Royalty and the Owner shall invoice the Holder for its pro rata share (i.e. 1.2%) of the following items with respect to such in-kind Royalty credits, which invoices shall be due and payable by the Holder to the Owner within 15 days of delivery to the Holder:
- (i) the charges and costs for transportation, including, securing, assaying, weighing, sampling, insurance, handling, insurance and umpire and representative fees and costs, including without limitation, metal losses and other Processor deductions, of Beneficiated Precious Metals from the Owner's or any of its Affiliates' final mill or other final processing plant to places where such Beneficiated Precious Metals are smelted, refined and/or sold or otherwise disposed of; and
- (ii) the charges imposed by the Processor for smelting, refining or processing bullion from the Beneficiated Precious Metals produced by the Owner's or any of its Affiliates' final mill or other final processing plant, including all costs of assaying, sampling, custom-smelting and refining, all independent representative and umpire charges and other treatment or other processing charges or applicable penalties, deductions, discounts or costs.

If the Holder fails to pay any invoiced amounts of any amounts payable under this Section 2.4(e), then the Owner shall be entitled to reduce the amount of Precious Metals to be credited to the Holder in respect of any subsequent month by an amount that is equivalent in value to the amount of such unpaid invoice. [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

(f) Direction to Owner for Processing. For greater certainty, it is hereby acknowledged and agreed by the Parties that, given that the Royalty is a direct real right in the Property (and in associated minerals and/or Products), the Holder hereby directs the Owner, and the Owner hereby accepts such direction, to make all required arrangements to have the Holder's share of Product refined by a Processor, provided that the Owner shall invoice the Holder for its share of allowable deductions, as provided under Section 2.4(e).

(g) Controlled Custom Toll Facilities. In the event the refining of bullion from the Beneficiated Precious Metals contained in such production is carried out in custom toll facilities owned or controlled, in whole or in part, by the Owner or any of its Affiliates, then the allowable deductions for such refining shall mean the amount that the Owner would have incurred if such refining were carried out at facilities not owned or controlled by the Owner or any of its Affiliates then offering comparable services at the same location for comparable products on prevailing terms, but in no event greater than actual costs incurred by the Owner with respect to such refining.
(h) Title. Title to refined bullion delivered to the Holder hereunder shall pass to the Holder at the time such bullion is credited to the Holder at the Processor.

2.5 Calculation of the Royalty - Other Products.

(a) For all Other Products, the Royalty shall be determined by using the following formula:

1.2% x [[A x B] – [C + D]]

where:

A	the gross quantity of the particular Other Product contained inthe Monthly Production during the preceding calendar month.
B	the COMEX Average Price for the preceding calendar month ofthe appropriate Other Product.
C	the charges and costs, if any, for transportation, including,securing, assaying, weighing, sampling, insurance, handling,insurance and umpire and representative fees and costs,including without limitation, metal losses and other Processordeductions, of the Other Products and the beneficiated productsthereof from the Owner's or any of its Affiliates final mill or otherfinal processing plant to places where such Other Products aresmelted, refined and/or sold or otherwise disposed of.
D	the charges imposed by the Processor for smelting, refining orprocessingOtherProductscontainedinsuchproduction,including all costs of assaying, sampling, custom-smelting andrefining, all independent representative and umpire charges andany other treatment or other processing charges or applicablepenalties, discounts, deductions or costs.

With respect to Other Products which do not require smelting, refining or processing following extraction, the Royalty percentage shall be 1.2% but the Parties shall mutually agree, acting reasonably, on a specific formula that accurately reflects the nature of the production process associated therewith and the Holder's pro rata share of such production process cost.

(b) No COMEX Price. For greater certainty, if COMEX does not publish price quotations for a commodity, or should no longer be internationally recognized as the basis for the settlement of any applicable commodity, then, upon the request of either of them, the Owner and the Holder shall promptly meet to select a comparable commodity quotation for purposes of this Agreement, each to act reasonably.
(c) Controlled Custom Toll Facilities. If smelting, refining, or processing of Other Products are carried out in custom toll facilities owned or controlled, in whole or in part, by the Owner or any of its Affiliates, then charges for such smelting, refining or processing shall mean the amount the Owner would have incurred if such smelting, refining or processing were carried out at facilities not owned or controlled by the Owner or any of its Affiliates then offering comparable services for comparable products on prevailing terms, but in no event greater than actual costs incurred by the Owner with respect to such smelting, refining or processing.
2.6 Insurance Proceeds for Loss. If the Owner or any of its Affiliates receives insurance proceeds for Loss of Precious Metals or Other Products from the Property or in connection with business interruption relating to operations pertaining to the Property, the Owner shall pay to the Holder 1.2% of any such insurance proceeds, which are received by the Owner or any of its Affiliates for such loss of production, less the deductions contemplated by Section 2.5 C and D, but only to the extent the costs and fees contemplated thereby have actually been incurred by the Owner or any of its Affiliates. The Owner shall pay such amount in cash within ten (10) days of the Owner receiving such insurance proceeds in cash by wire transfer to an account to be designated by the Holder and notified to the Owner in writing at least three (3) Business Days prior to the payment date. The gross proceeds received by the Owner on account of (a) the lost or damaged Precious Metals or Other Products shall be conclusively determined by the final, uncontested insurance settlement documents or (b) loss relating to business interruption.
2.7 Royalty Payments in respect of Other Products. For Other Products, notice of election to receive payment of the Royalty in kind shall be made in writing by the Holder and delivered to the Owner on or before January 1st of each year. If no election is made, the Royalty for Other Products shall be paid in cash. If the Holder elects to receive payment of the Royalty in-kind, the Royalty shall be paid in accordance with Section 2.4, mutatis mutandis. If the Holder elects to receive payment of the Royalty "in cash", unless mutually agreed, payments shall be paid on or before the thirtieth (30th) day of the month following the calendar month in which Products subject to the Royalty were shipped to the Processor by the Owner and payments (including provisional payments) therefor were received from the Processor by the Owner as contemplated by Section 2.9. The price used for calculating the cash amount due for the Royalty on Other Products shall be determined in accordance with Section 2.5. The Owner shall make each Royalty payment to be paid in cash by delivery of a cheque payable to the Holder and delivering such cheque to the Holder or by direct bank deposit to the Holder's account as the Holder shall designate in writing. For greater certainty, all credits/payments due to the Holder on account of the Royalty once received by the Owner shall be held by the Owner in trust for the Holder until credited/paid to the Holder in accordance with the terms of this Agreement.
2.8 Detailed Statement. All Royalty payments or credits shall be accompanied by detailed statements (including mine pour reports, refinery preliminary reports and refinery final reports as soon as available) explaining the calculation thereof with any available settlement sheets from the Processor, and shall also include the following information: (i) settlement ounces (or other quantities in the case of Other Products); (ii) the prices used for the calculation of the Royalty; (iii) all allowable deductions applied to the Royalty; and (iv) any other pertinent information in sufficient detail to explain the calculation of the credit/payment.
2.9 No Obligation. Notwithstanding the terms of any other provisions herein, the Owner shall not be obligated to make any Royalty payment before the Owner (i) in the case of payment in-kind, has received possession of or been credited with, or (ii) in the case of payment in cash, received or been credited with payment for the sale or other disposition of, the Products upon which such Royalty payment is calculated, unless such failure to receive or be credited for payment in-kind or in cash by the Owner or any of its Affiliates is due to intentional delay by the Owner or any of its Affiliates.

2.10 No Tax Deduction

(a) All deliveries and all payments and transfers of property of any kind made in respect of this Agreement (in respect of principal, interest or otherwise) shall be made in full without set-off or counterclaim, and free of and without deduction or withholding for any Taxes, other than Excluded Taxes, provided that if the Owner shall be required by law to deduct or withhold any Taxes, other than Excluded Taxes, from or in respect of any payment or sum payable to the Holder, the delivery, payment or sum deliverable or payable shall be increased as may be necessary (the "Additional Amounts") so that after making all required deductions or withholdings, the Holder receives an amount equal to the sum it would have received if no deduction or withholding had been made and the Owner shall pay the full amount deducted to the relevant taxation or other authority in accordance with Applicable Law.
(b) If the Holder becomes liable for any Tax, other than Excluded Taxes, imposed on any deliveries or payments under this Agreement, the Owner shall indemnify the Holder for such Tax, and the indemnity payment shall be increased as necessary so that after the imposition of any Tax on the indemnity payment (including Tax in respect of any such increase in the indemnity payment), the Holder shall receive the full amount of Taxes for which it is liable, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Owner by the Holder shall be conclusive absent manifest error.
(c) If the Holder has received a refund of any Taxes as to which it has been indemnified by the Owner or with respect to which the Owner has paid Additional Amounts pursuant to this Section or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to the Owner an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or Additional Amounts paid, by the Owner under this Section with respect to the Taxes giving rise to such refund or reduction), net of all reasonable out-of-pocket expenses of the Holder, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Authority with respect to such refund). Upon the reasonable request of the Holder, the Owner shall repay the amount paid over to

the Owner (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Holder if the Holder is required to repay such refund or reduction to such Governmental Authority. If the Owner determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, unless the Holder has reasonably determined that such challenge could be prejudicial to it, the Holder shall use its commercially reasonable efforts to co-operate with the Owner in challenging such Taxes at the Owner's cost and expense if so requested by the Owner. This paragraph shall not be construed to require the Holder to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Owner or any other person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

(d) If the Holder is entitled to an exemption from or reduction of Taxes under the law of the jurisdiction in which the Owner is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to any payments made in respect of this Agreement, the Holder shall, at the request of the Owner, deliver to the Owner, at the time or times prescribed by Applicable Law or reasonably requested by the Owner, such properly completed and executed documentation prescribed by Applicable Law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding Taxes. In addition, the Holder, if requested by the Owner, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by the Owner as will enable the Owner to determine whether or not the Holder is subject to withholding or information reporting requirements. Notwithstanding the foregoing, the Holder shall not be required to deliver any documentation pursuant to this Section that the Holder is not legally able to deliver.
(e) Following the execution and delivery of this Agreement, each of the Parties will co-operate reasonably with the other Parties in implementing any proposed adjustments to the structure or terms of this Agreement to facilitate tax planning, provided that such adjustments have no material adverse impact on the nonproposing Party and that the costs of such adjustments shall be paid for by the proposing Party.
2.11 Payment Currency. All Royalty payments to be paid in cash shall be paid in U.S. dollars.
2.12 United States Currency. All credits or receipts and all major payments or disbursements in a currency other than U.S. dollars shall be converted into U.S. dollars on the day of receipt or disbursement, as the case may be, at the buying rate of exchange for such currency as daily quoted by the U.S. Federal Reserve Board at 12:00 noon (Eastern Time), and all other disbursements in a currency other than U.S. dollars shall be converted into U.S. dollars at the average rate of the month of disbursement as determined using the buying daily rate of exchange for such currency as quoted by the U.S. Federal Reserve Board at 12:00 noon (Eastern Time).
2.13 Default and Interest. If any credit/payment required to be made by a Party hereunder is not made when due, then all uncredited/unpaid amounts shall bear interest at a rate equal to [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] compounded monthly on the last day of each month until such credit/payment and accrued interest is paid in full. For the purposes hereof, the term "Prime Rate" means the per annum rate quoted or announced from time to time by the principal office of the National Bank of

Canada in Montreal as its reference rate of interest for Canadian dollar loans made in Canada. The rate of interest payable on such late credits/payments will change simultaneously with changes in the Prime Rate from time to time.

3 PERPETUITY

The Royalty shall be perpetual as shall be permitted by Applicable Law. If a court of competent jurisdiction determines that any provision hereof violates a legal rule against perpetuities, then such provision shall automatically be revised and reformed as necessary in order for the Royalty to terminate on the end of the maximum time permitted under Applicable Law for the Royalty to be valid.

4 OPERATIONS

4.1 Operations. The Owner shall, from the date hereof:
- (a) not allow the Property to become subject to any Encumbrance (other than Permitted Encumbrances);
- (b) perform its activities in a sound and professional manner and in accordance with the Applicable Laws and best industry practices on the Property and use commercially reasonable efforts to preserve, protect and safeguard the Property; and
- (c) make all necessary tax, governmental and other filings necessary with respect to the Property in a timely fashion, provided that the Owner has the right to contest in court or otherwise, the validity or amount of any taxes and governmental and other filings if the Owner deems them to be unlawful, unjust, unequal or excessive or to undertake such other steps or proceedings as the Owner may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof.
4.2 Stockpiling. The Owner shall be entitled to temporarily stockpile, store or place ores or mined rock containing Products produced from the Property in any locations owned, leased or otherwise controlled by the Owner or its Affiliates or any Processor of such Products on or off the Property, provided the same are appropriately secured from loss, theft, tampering and contamination. If the Owner stores inventory of Products, then the Royalty with respect to such inventory shall be paid by the Owner to the Holder [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] (provided that in the case of Beneficiated Precious Metals, the Royalty shall be paid by the Owner to the Holder within 45 days after such storage date).
4.3 Tailings. All tailings, residues, waste rock, spoiled leach materials, bulk samples, and other materials (collectively the "Materials") resulting from the Owner's operations and activities on the Property shall be the sole property of the Owner, but shall remain subject to the Royalty should the Materials be processed or reprocessed, as the case may be, in the future and result in the production and sale or other disposition of Precious Metals or Other Products. Notwithstanding the foregoing, the Owner shall have the right to dispose of Materials from the Property on or off of the Property and to commingle the same (as provided herein) with materials from other properties. In the event Materials from the Property are processed or reprocessed, as the case may be,

and regardless of where such processing or reprocessing occurs, the Royalty payable thereon shall be determined on a pro rata basis as determined by using the best engineering and technical practices then available.

4.4 Commingling. With the approval of the Holder not to be unreasonably withheld, the Owner shall have the right to commingle Precious Metals and Other Products from the Property with products from other properties. Before any Precious Metals or Other Products produced from the Property are commingled with products from other properties, the Owner shall ensure that Precious Metals or Other Products produced from the Property shall be measured and sampled in accordance with sound mining and metallurgical practices for assaying, weighing and for moisture, metal, commercial minerals and other appropriate content, applied on a consistent basis. Representative samples of the Precious Metals or Other Products shall be retained by the Owner and assays (including moisture and penalty substances) and other appropriate analyses of these samples shall be made before commingling to determine gross metal content of Precious Metals or gross metal or mineral content of Other Products. The Owner shall retain such samples and analyses for a reasonable amount of time, [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]
4.5 Sampling, Assaying, Evaluating and Testing. The Owner shall have the right to mine and remove small amounts of ores, minerals and mineral resources constituting Products as is reasonably necessary for sampling, assaying, metallurgical testing and evaluation of the minerals' potential of the Property and the Holder shall not be entitled to a Royalty payment/credit in respect of any of such Minerals.
4.6 Bulk Sample. For certainty, the Royalty shall be payable on all bulk samples and production where the Owner receives any proceeds from any Processor or other purchaser.
4.7 Governmental Taxes. The Owner shall use commercially reasonable efforts to pay all governmental taxes, duties or other payments, make any minimum investments required by Applicable Law, perform all acts and comply with all obligations under Applicable Law required to maintain the Property in good standing.
4.8 Expropriation. In the event that the Property, or any interest thereof, is affected by an expropriation or notice or advice from any Governmental Authority of an intention to expropriate or a sale in lieu of expropriation, or any intention from any Governmental Authority to revoke, limit, suspend or refuse to renew any Mining Right, the Owner shall notify the Holder in writing within five (5) Business Days after the Owner becomes aware of any such expropriation, notice or advice from any Governmental Authority. Unless the Owner, after having informed the Holder of its intention to do so, contests forthwith upon receipt of such notice and in order to protect its own and Holder's interests in the Property, the Holder shall have the right (on advance notice to the Owner and if required by the Owner, in conjunction with the Owner) to make representations before any Governmental Authority in order to protect the Holder's interest in the Property.
4.9 Abandonment. At any time and from time to time, the Owner may elect to abandon all or any part or parts of the Property by giving notice to the Holder of such election not less than 60 days prior to the proposed date of abandonment. The notice shall identify the portion of the Property which is proposed to be abandoned. Upon expiry of such 60 day period, the Owner's obligations hereunder in respect of such abandoned interest shall terminate and thereafter the term "Property" will apply to those interests comprising the Property which have not been abandoned by the Owner. In such event, if requested

by the Holder, the Owner shall execute documents transferring to the Holder title to any part or parts of the Property which the Owner is abandoning for and in consideration of the sum of One Dollar (CAD$1.00); however such documents shall not contain representations, warranties or indemnities from the Owner or Talisker.

4.10 Reacquired Interest. In the event the Owner or any Affiliated Party or any successor or assignee of it surrenders, allows to lapse or otherwise terminates its interest in any portion or all of the Property and[REDACTED: COMMERCIALLY SENSITIVE INFORMATION], reacquires a direct or indirect interest in respect of the land covered by the former property, then the Royalty shall apply to such interest so reacquired. The Owner shall give written notice to the Holder within ten (10) days of any acquisition or reacquisition thereof.
4.11 Mineral Resource or Mineral Reserve Estimates. Each time: (i) the Owner establishes a mineral resource or a mineral reserve estimate on any part of the Property; or (ii) establishes a new mineral resource or a new mineral reserve estimate which is a material change to the prior mineral resource or mineral reserve estimate; the Owner shall provide the Holder with such estimate as soon as practicable and in either such case in (i) and (ii) after the mineral resource or mineral reserve has been publicly disclosed by Talisker or the Owner.

4.12 Technical Reports.

(a) If the Owner or any of its Affiliates prepares a technical report under National Instrument 43-101 (or similar report) in respect of the Property, upon the reasonable request of the Holder, the Owner shall use commercially reasonable efforts to cause the author(s) of such report to provide, at the sole cost and expense of the Holder, (i) a copy of such report to be addressed to the Holder or any of its Affiliates, (ii) the relevant certificates and consents of the author(s) required in connection with the filing of and reference to such report to be provided to the Holder or any of its Affiliates, and (iii) such other consents in connection with the use of or reliance upon such report by the Holder or any of its Affiliates from time to time in its public disclosure as may be required by the Holder.
(b) Notwithstanding the foregoing, if the Owner or an Affiliate does not or has not prepared a technical report contemplated by Section 4.12(a), then in such instance, if the Holder or any of its Affiliates is required by applicable laws to prepare a technical report under National Instrument 43-101 (or similar report) in respect of the Property and chooses to prepare its own technical report (or similar report), the Owner shall cooperate with and allow the Holder and its authorized representatives to access technical information pertaining to the Property and complete site visits at the Property so as to enable the Holder or its Affiliates, as the case may be, to prepare the technical report (or similar report) in accordance with National Instrument 43-101 (or any other applicable Canadian and/or US securities laws and/or stock exchange rules and policies governing the disclosure obligations of the Holder or any of its Affiliates) at the sole cost and expense of the Holder. In addition, the Holder shall provide the Owner with an opportunity to review and provide comments on such technical report or similar report.
4.13 Insurance. Prior to the commencement of commercial production, the Owner will obtain and maintain insurance, to be effective during all the duration of commercial production,

against (a) Loss of Products prior to their sale and (b) business interruption, in such amounts and with such coverage as is customary in the industry (including, without limitation, fidelity insurance to protect against theft and business interruption coverage) with the Holder as a named insured.

5 INDEMNIFICATION BY OWNER

The Owner shall be responsible for all costs, fines, damages, judgments, penalties or responsibilities (environmental and otherwise) in connection with the Property, its ownership and use of the Property and for any and all work performed in and on the Property.

The Owner will indemnify and save harmless the Holder from any loss, cost or liability (including any legal fees) arising from a claim against the Holder in respect of, without limitation: (a) any failure by the Owner to timely and fully perform all reclamation, restoration, waste disposal or other closure obligations required by law or regulation, the terms and conditions of applicable licenses or by Governmental Authorities or otherwise to prevent liability in respect of all activities on the Property; (b) any failure or omission by the Owner which results in a violation of or liability under any present or future applicable federal, provincial, territorial or local environmental laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies or guidelines in respect of all activities on the Property; and (c) any claims by third parties against the Holder in respect of property damage or injury or death to persons arising out of the activities on or with respect to the Property (but only to the extent that the negligence of the Holder or its authorized representatives did not cause or contribute to such property damage or injury or death).

6 DEFAULT

The occurrence of any one or more of the following events or circumstances shall constitute an event of default hereunder (an "Event of Default"):

6.1 Payment. Should the Owner fail to make to the Holder any royalty payment hereunder when due, or fail to make payment when due to the Holder of any other amount that may become due by the Owner hereunder, within five (5) days of the Owner's receipt of a letter from the Holder demanding same.
6.2 Covenants. Should the Owner or Talisker fail to observe or perform any covenant, condition or agreement contained herein (other than any failure under Section 6.1 hereinabove) and not have commenced to remedy such failure within ten (10) days of the Owner's receipt of a letter from the Holder demanding same.
6.3 Insolvency. The Owner or Talisker:
- (a) becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally or declares any general moratorium on its indebtedness or proposes a compromise or arrangement between it and any class of its creditors;
- (b) commits an act of bankruptcy under any Insolvency Law or makes an assignment of its property for the general benefit of its creditors under any Insolvency Law, or

makes a proposal (or files a notice of its intention to do so) under any Insolvency Law;

(c) institutes any proceeding seeking to adjudicate it as insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief under any Insolvency Law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors, or files an answer admitting the material allegations of a petition filed against it in any such proceeding;
(d) applies for the appointment of, or the taking of possession by, a receiver or other similar official for it or any substantial part of its property under any Insolvency Law; or
(e) takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described in this Section or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defense thereof.
6.4 Proceedings Under Insolvency Law. Any petition is filed, application made or other proceeding instituted against or in respect of the Owner or Talisker under any Insolvency Law or otherwise:
- (a) which adjudicates the Owner or Talisker as insolvent;
- (b) in which a receiving order is made against the Owner or Talisker under any Insolvency Law;
- (c) in which a liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of any of the Owner or Talisker or its respective debts or any other relief under any Insolvency Law now or hereafter in effect has been commenced; or
- (d) in which the entry of an order for relief or the appointment of or the taking of possession by, a receiver or other similar official for the Owner or Talisker or any substantial part of its respective property is made, and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of fortyfive (45) days after the institution thereof, provided that if an order, decree or judgment is granted or entered (whether or not entered or subject to appeal) against the Owner or Talisker thereunder in the interim, such grace period shall cease to apply, and provided further that if the Owner or Talisker files an answer admitting the material allegation of a petition filed against it in any such proceeding, such grace period shall cease to apply.
6.5 Seizure of Assets. Any interest in the Property is seized (including by way of execution, attachment, garnishment, levy or distrain), or any one or more encumbrances thereon securing indebtedness is enforced, or such interest has become subject to any charging order or equitable execution of a Governmental Authority, or any one or more writs of execution or distress warrants exists in respect of the Owner or any interest in the Property

with an outstanding principal amount[REDACTED: COMMERCIALLY SENSITIVE INFORMATION], or any sheriff or other person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property and in any case such seizure, enforcement, execution, attachment, garnishment, distrain, charging order or equitable execution, or other seizure or right, continues in effect and is not released or discharged within thirty (30) days or such longer period during which entitlement to the use of the Property continues with the Owner, and the Owner is contesting the same in good faith and by appropriate proceedings, provided that if the Property is seized or reasonably appears to be subject to immediate sale, in the interim, such grace period shall cease to apply.

6.6 Sale of Property. Any interest in the Property is sold, transferred or otherwise disposed of by the Owner without complying with the provisions of Section 10.

6.7 Indebtedness.

7 [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

and, in the instance of either Section 6.7(a) or (b), if there is any cure period applicable to such failure to pay or default, such cure period lapses without the failure to pay or default being cured and such creditor(s) have taken action or commenced proceedings to enforce its rights and remedies under the applicable security.

7.1 Remedies Upon Event of Default.

(a) If an Event of Default occurs, the Holder shall have the right, upon written notice to the Owner, at its option and in addition to and not in substitution for any other remedy which is available at law or equity, to take any or all of the following actions:
- (i) to bring an action for specific performance or injunctive relief against Talisker or the Owner; and
- (ii) demand all amounts and deliveries owed by the Talisker Group to the Holder, including any amounts then owing under this Agreement; and
- (iii) exercise any and all of its recourse under the Security;

(iv) terminate this Agreement and, without limiting Section 6.8(a)(ii), demand all damages and losses suffered or incurred as a result the occurrence of such Event of Default, which for a Termination Fee Event shall comprise only the immediate payment in cash [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] (the "Termination Fee").

For the purpose of this Section, "Termination Fee Event" means the termination of this Agreement by the Holder pursuant to subsection 6.8(a)(iv) hereof as a result of an Event of Default other than a default in covenants under Article 4 (Operations), Article 8 (Reporting, Records and Audit), Article 9 (Confidentiality) or Section 6.5 (Seizure of Assets) herein.

(b) In the case of a termination of this Agreement by the Holder pursuant to subsection 6.8(a)(iv) hereof as a result of an Event of Default under Section 6.5 (Seizure of Assets), the Holder shall have, in addition to its rights under Section 6.8(a) herein, the right to demand the immediate payment in cash of [REDACTED:

COMMERCIALLY SENSITIVE INFORMATION]

(c) For greater certainty, the Holder agrees that any specific action that might be taken by it under subsection 6.8(a) or 6.8(b) shall never be duplicative with any remedy otherwise available to the Holder or its successors and assigns pursuant to the terms of the Royalty Purchase Agreement.
(d) For greater certainty, inasmuch as the calculations made by the Holder at any relevant date to determine the Royalty Present Value, the Holder will have the right, at its sole discretion, to use the then most current life of mine model assumptions contained in either (i) the most recent Feasibility Study or (ii) the most recent Mine Plan.
(e) For greater certainty, the obligations of the Talisker Group hereunder shall continue in full force and effect notwithstanding the exercise or not by the Holder of any of its rights under this Section 6.8.
(f) The Talisker Group hereby acknowledges and agrees that: (i) the Holder will be damaged by an Event of Default, (ii) it would be impracticable or extremely difficult to determine the actual damages to the Holder resulting from an Event of Default, (iii) any sums payable in accordance with Section 6.8 are in the nature of liquidated damages, are not a penalty, and represent a reasonable estimate of fair compensation for the damages to the Holder that may reasonably be anticipated from an Event of Default.
(g) The obligations of the Talisker Group under this Agreement will not be discharged, prejudiced or affected by (i) the occurrence of an insolvency event affecting either Talisker or the Owner or (ii) an arrangement or compromise with either Talisker or the Owner. The Holder will not be required to commence or exhaust its remedies or exercise its rights against either Talisker or the Owner before exercising its rights or remedies against either Talisker or the Owner.

8 SECURITY; FURTHER ASSURANCES

8.1 Security. [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

8.2 Default.

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

8.3 Acquisition of Property. It is understood and agreed that the Security shall remain in place notwithstanding the acquisition of any interest in the Property by any Person, but shall be amended as contemplated by the provisions of Section 10.3.
8.4 Further Assurances. The Owner covenants and agrees that it shall co-operate with such registration and provide its written consent or signature to any documents or things reasonably necessary to accomplish such registration in order to ensure that any successor or assignee or other acquiror of the Property, or any interest therein, shall have public notice of the terms of this Agreement and in order to assist the Holder in its efforts to register a restriction on title to the Property restricting the sale, assignment, transfer, conveyance, lease, license, charge, pledge, hypothecation or other disposition of the Property, in whole or in part, without compliance with the terms of this Agreement.
8.5 Costs and Fees. All costs and expenses incurred by the Parties associated with the transactions contemplated herein, including costs and expenses related to the documentation or for the perfection of the Security or any modification of the Security that may be required from time to time, will be for the account of the applicable Party incurring such costs and expenses.
8.6 Amount of Security. The Parties agree that the amount of such hypothec, collateral charge or mortgage will, from time to time, be determined by taking into consideration the mineral resources and reserves data available on the Property (as demonstrated by the most recent report prepared in accordance with National Instrument 43-101 in respect of the Property available at the relevant time), the estimates of anticipated production and prevailing commodity prices, [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]
8.7 Additional Mining Rights. The Owner shall promptly notify the Holder in writing of any additional Mining Rights, or any new Mining Rights derived from the current Mining Rights which from part of the Property or any extension, replacements, substitutions or modifications of contractual rights included in the Property from time to time, including as a result of conversion of Mining Rights included in the Property, in order to allow the Holder to proceed with amendments or additional registrations of this Agreement as may be necessary or advisable to ensure that the right of the Holder and the terms of this Agreement are properly registered against such additional Mining Rights.
8.8 Permitted Security.

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

8.9 Subordination.

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

9 REPORTING, RECORDS AND AUDITS

9.1 Reporting. The Owner recognizes the Holder needs to have a complete understanding of the Property. Regular information to be provided by the Owner to the Holder shall include, but not be limited to:
- (a) sufficient documentation to determine the Royalty, including refining invoices, weights, assays and settlement sheets;
- (b) if requested by the Holder, monthly customary operational, exploration and financial reports to be provided within ten (10) Business Days of completion;
- (c) quarterly and annual customary operational, exploration and financial reports to be provided within ten (10) Business Days of completion;
- (d) within ten (10) Business Days of approval, operational budgets, annual production forecast (to be provided no later than the beginning of each fiscal year) and life of mine operating plan (and notice of any material change to the life of mine operating plan promptly following such change);
- (e) annual reserve and resource reports;
(f) any other material engineering or economic studies (as and when prepared);
(g) studies and reports provided to providers of third party financing, as applicable;
(h) on an annual basis, list of the Mining Rights underlying the Property; and
(i) notice of any other material event, including any Event of Default, Intervening Event, actual or threatened legal action, actual or threatened withdrawal of any permit or third party approval, or change in law materially impacting the Property.

9.2 Records and Audits

The Owner agrees to keep accurate records showing the amount of recovered Products produced by it from the Property. All Products produced from the Property shall be kept separate and distinct from minerals and/or mineral products produced by the Owner from properties other than the Property.

The Holder shall have the right, at its own sole cost and expense (subject to the provisions of the next paragraph), upon reasonable advance written notice to the Owner, on an annual basis, to inspect and perform audits of all books, records, technical data, information and materials relevant to the production and stockpiling of Products and the calculation and payment of the Royalty; provided that such inspections shall not unreasonably interfere with the Owner's activities with respect to the Property.

All books and records used by the Owner to calculate royalties due hereunder shall be kept in accordance with IFRS. If any such audit or inspection reveals the Royalty payments for any calendar year are underpaid by more than [REDACTED: COMMERCIALLY SENSITIVE INFORMATION], the Owner shall reimburse the Holder for its reasonable costs incurred in such audit or inspection.

Subject at all times to applicable work place rules and the supervision of the Owner, the Holder shall be entitled to enter the mine workings and structures on the Property at reasonable times upon reasonable advance notice for inspection thereof, but the Holder shall so enter at its own risk and shall indemnify and hold the Owner and its Affiliates harmless against and from any and all loss, costs, damage, liability and expense (including but not limited to reasonable attorneys' fees and costs) by reason of injury or loss of life to the Holder or its agents or representatives or damage to or destruction of any property of the Holder or its agents or representatives while on the Property on or in such mine workings and structures, unless such injury, loss of life, damage, or destruction is the result of the sole negligence of the Owner.

9.3 Questions relating to Royalty Payments

The Holder [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]the time of receipt of each Royalty payment to question the accuracy thereof in writing, failing which such Royalty payment shall be deemed to be correct and unimpeachable thereafter, absent manifest error.

If the Holder questions any Royalty payment or Royalty statement made or delivered hereunder, the Holder shall notify the Owner and Talisker within [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]after receipt of the Royalty payment. The notice will specify the items and/or amounts in question. The Owner and Talisker shall forthwith provide background information and documentation relating to the questioned amounts and work in good faith to resolve the Holder's questions.

If the Parties are unable to resolve any questions within 60 days of the original statement, acting reasonably, then the matter will be referred to independent external auditors chosen by the Holder, acting reasonably, whose assessment will be final and determinative of the amount of Royalty payments to be credited or paid to the Holder.

If such auditors' inspection reveals that the amount of Royalty Payments hereunder was lesser by more than [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]than the Royalty Payments that were actually payable, the Owner and/or Talisker shall reimburse the Holder for its reasonable costs incurred in such auditors' inspection; otherwise the said reasonable costs shall be for the account of the Holder.

10 CONFIDENTIALITY

10.1 Confidential Information

Except as specifically otherwise provided for herein, the Parties will keep confidential all data disclosed to each other and will refrain from using it other than for the transaction contemplated hereunder or publicly disclosing it unless:

(a) required by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction, or
(b) with the consent of the other Party, such consent not to be unreasonably withheld

(each such disclosure of data made pursuant to subparagraph (a) or (b) hereof being referred to as a "Permitted Disclosure").

Prior to any Permitted Disclosure, the applicable Party shall give the other Party prompt written notice and, in making such Permitted Disclosure, the disclosing Party shall disclose only that portion of data required to be disclosed and shall take all reasonable steps to preserve the confidentiality of the remaining portion thereof. For the purposes of this Section the members of the Talisker Group are one Party and the Holder is a second Party.

The Holder acknowledges that this Agreement may be made public and filed on the System for Electronic Document Analysis and Retrieval (SEDAR) profile of Talisker and the Holder consents to such public filings, provided that the Holder shall be permitted a reasonable amount of time prior to any such filing in order to, if warranted, make suggestions as to redacted portions of this Agreement in accordance with Applicable Law, and Talisker shall act reasonably in considering whether to accept such changes as to redactions.

The consent required by this Section shall not apply to a disclosure:

(a) to an affiliate, advisor, auditor, consultant, contractor or subcontractor that has a bona fide need to be informed;
(b) to any third Person to whom the disclosing Party contemplates a transfer of its interest in or to this Agreement or the Property and to whom the disclosing Party is permitted to make a transfer hereunder;
(c) which, through no fault of a Party, has become publicly disclosed or part of the public domain;
(d) to a governmental agency or to the public (including public filing on SEDAR at www.SEDAR.com) which the disclosing Party believes in good faith is required or desirable by pertinent law or regulation or the rules of any stock exchange;
(e) if required in connection with legal proceedings or arbitration relating to this Agreement or for the purpose of advising a Party in relation to legal proceedings or arbitration; or
(f) to a banker or other financial institution or lending party or consortium considering the provision of or, which has provided financial accommodation to, a Party or an affiliate or to a trustee, representative or agent or such a banker or financial institution,

provided that, in the case of disclosure pursuant to Sections 9.1(b) or 9.1(f), a confidentiality undertaking must be executed that must be in a prior agreed form satisfactory to the non-disclosing Party, acting reasonably, which form may be redacted to protect the identity of such third Person, banker or other financial institution. Such confidentiality undertaking must (i) contain a third party beneficiary clause or otherwise provide that it is in favour of the non-disclosing Party hereunder, and (ii) must permit disclosure of its terms by the disclosing Party to such non-disclosing Party. The disclosing Party must (i) advise the nondisclosing Party if it executes a confidentiality undertaking and provide notice when the disclosure commences and when the disclosure ceases under such confidentiality undertaking (without being required to provide names of the third Person, banker or other financial institution), and (ii) must strictly enforce any confidentiality undertaking and advise the non-disclosing Party of any breach thereof. If there is a breach of a confidentiality undertaking, the disclosing Party is obligated to provide a copy of the confidentiality undertaking to the nondisclosing Party.

10.2 Information in Public Domain

The provisions of this Article 9 do not apply to information which is or becomes part of the public domain other than through a breach of the terms hereof.

10.3 Press Release

Each Party will, to the extent practicable, obtain prior consent from the other Party before issuing any press release or public statement, except if such disclosure is required by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction (a "Regulatory News Release") and the other Party unreasonably withholds consent to such press release or other public statement or does not provide such consent in a timely manner. Notwithstanding the above, when practicable, where a Party requests consent from the other Party of any press release or public statement and the other Party has not responded to such request within forty eight (48) hours, then the Party proposing the press release or public statement will be entitled to proceed with its disclosure as if it had received consent from the other Party, which forty eight (48) hours period shall be reduced to twelve (12) hours in the case of a Regulatory News Release. For the purposes of this Section the members of the Talisker Group are one Party and the Holder is a second Party.

10.4 Request to Disclose

Where a request is made for permission under this Article 9 to disclose confidential information, a reply thereto will be made as soon as possible and in any event within twenty-four (24) hours after receipt of such request, failing which the Party requesting will be entitled to disclose such information in the limited circumstances specified in such request as if such consent had been given.

11 SUCCESSORS AND ASSIGNS

11.1 Binding Effect. This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties hereto and, where the context so permits, their respective successors and permitted assigns.
11.2 Assignment of Royalty. The Holder may assign, transfer, pledge, hypothecate or otherwise convey this Agreement or all or any of its rights in the Royalty without the prior written consent of the Owner provided that it shall be a condition of such sale, assignment, transfer, pledge, hypothecation or other conveyance that the transferee or other counterparty to such transaction first execute and deliver to Talisker and the Owner an instrument in writing pursuant to which such transferee or other counterparty agrees to be bound by the terms of this Agreement, the Security and any Intercreditor Agreement and by all of the liabilities and obligations of the transferor hereunder and thereunder in the same manner and to the same extent as though the transferee was an original party hereto in the first instance. any such sale, assignment, transfer, conveyance, lease, license, charge, pledge, hypothecation or other disposition which does not comply with the terms of this Agreement shall be null and void and of no force or effect.
11.3 Assignment of Property. The Owner may not sell, assign, transfer, convey, lease, license, charge, pledge, hypothecate or otherwise dispose of the Property or any interest in the Property in any manner whatsoever, and may not assign, transfer or otherwise convey this Agreement or any interest therein, without in each case complying with the following:
- (a) it shall be a condition of such sale, assignment, transfer, conveyance, lease, license or other disposition that the transferee or other counterparty to such transaction (the "Property Transferee") first execute and deliver to the Holder an instrument in writing pursuant to which such Property Transferee (A) agrees to be bound by the terms of this Agreement, the Security and any Intercreditor Agreements and by all of the liabilities and obligations of the transferor hereunder and thereunder in the same manner and to the same extent as though the Property Transferee was an original party hereto in the first instance, without in any way derogating from clause (c) below, (B) undertakes obligations towards the Holder similar to those consented in connection with the Security contemplated under Section 7.1, and (C) consents and agrees to the continuation or reregistration of any restrictions pursuant to the Security contemplated under Section 7.1;
- (b) it shall be a condition of any such charge, pledge or hypothec that the chargee, pledgee or holder of hypothec first execute and deliver to the Holder an

instrument in writing pursuant to which such chargee, pledgee or holder of hypothec (A) agrees that, in the event that it exercises any of its rights under the charge, pledge or hypothec which allow it to take possession or acquire, or cause the sale or other disposition of the Property or any interest thereof, or which result in the then Owner no longer being the owner of the Property, such chargee, pledgee, holder, or any acquiror of the Property or successor to the Owner as a result of such exercise of rights, shall be bound by the terms hereof and by all of the liabilities and obligations of the Owner hereunder in the same manner and to the same extent as though it was an original party hereto in the first instance, without in any way derogating from clause (c) below, and (B) consents and agrees, and will cause any such acquiror of the Property or successor to the Owner as a result of the exercise of its rights to consent and agree, to the continuation or re-registration of any restrictions or Security registered against the Property pursuant to Section 7.1. The foregoing is subject to the provisions of Section 7.8 and Section 7.9;

(c) any such sale, assignment, transfer, conveyance, lease, license, charge, pledge, hypothecation or other disposition shall not relieve or discharge the Owner from any of its liabilities or obligations hereunder existing on the date of such sale, assignment, transfer, conveyance, lease or other disposition, and the Holder may continue to look to the Owner for the performance thereof, being understood that for any obligations or liabilities arising as of the date of the execution of the agreements provided for in Section (b) and (c), the Owner will have no further obligations or liabilities for the payment of the Royalty;
(d) any such sale, assignment, transfer, conveyance, lease, license, charge, pledge, hypothecation or other disposition which does not comply with the terms of this Agreement shall be null and void and of no force or effect; and
(e) the Holder agrees that if, as and when the Property Transferee of Talisker or the Owner signs the counterparts contemplated in Section 10.3(a), then the Holder will promptly and contemporaneously make the attendant changes to this Agreement, the Security and any Intercreditor Agreements to bi furcate the relevant provisions thereof as between the Property Transferee as pertains to the transferred property and the Owner as pertains to the property that remain subject to this Agreement that are not transferred property.

12 COOPERATION AND DISPUTE RESOLUTION

12.1 Consultation and Negotiation. In the event of any dispute, claim, question or disagreement, other than an Event of Default (each a "Dispute") arising out of or relating to this Agreement, the Parties shall use all reasonable endeavours to settle such Dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution to the Dispute within a period of 60 days from the matter in dispute being raised by a Party. For the purposes of this Section the members of the Talisker Group are one Party and the Holder is a second Party.
12.2 Single Arbitrator. If the Parties cannot resolve the Dispute within the 60-day period, a Party may refer the Dispute to arbitration pursuant to the Arbitration Act (Ontario) 1991, S.O. 1991, c. 17 (the "Arbitration Act"). The arbitration shall be held in the City of Toronto, Canada and determined by a single arbitrator. The arbitrator shall be qualified

by experience and skill in the area(s) covered by the Dispute and, unless both Parties agree in writing following full disclosure of any facts giving rise to a possible conflict, free from legal or business conflicts of interest in relation to the Parties.

12.3 Application to Court. If the Parties do not agree upon the selection of the arbitrator, acting reasonably within 15 days following the expiration of the 60-day period referred to above, either Party may apply to a judge of the Ontario Court of Justice of Ontario for the appointment of the arbitrator. Unless the Parties agree to share the costs of the arbitration, the arbitrator shall determine what portion of the costs and expenses incurred in such proceeding shall be borne by each Party participating in the arbitration. The award of the arbitrator shall be final and binding on each of the Parties and shall not be subject to any appeal on any ground, including an error of law. The arbitration shall be governed by the laws of Ontario and the laws of Canada applicable therein, and judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The Parties covenant that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration.
12.4 Injunctions, etc. The provisions of this Agreement providing for the resolution of Disputes shall not operate to prevent recourse to the court by any Party as permitted by the Arbitration Act, as applicable, with respect to injunctions, receiving orders and orders regarding the detention, preservation and inspection of property, including without limitation, of the Property or any part(s) thereof, or whenever enforcement of an arbitration award reasonably requires access to any remedy which an arbitrator has no power to award or enforce.

13 GUARANTEE

13.1 Guarantee. Subject to Section 12.3, Talisker hereby guarantees the due punctual and full payment and performance of all obligations, covenants, commitments, debts, agreements, indemnities, representations, warranties, and undertakings of any kind whatsoever of the Owner arising out of this Agreement (the "Guarantee").
13.2 Subsidiary Dispositions. Talisker may not sell, assign, transfer, convey, lease, license or otherwise dispose of any interest in the shares in the capital of the Owner in any manner whatsoever (each such transaction, a "Subsidiary Disposition"), without in each case complying with the following:
- (a) it shall be a condition of such Subsidiary Disposition that the transferee or other counterparty to such transaction (in each case, the "Subsidiary Transferee") first execute and deliver to the Holder an instrument in writing pursuant to which the Subsidiary Transferee (A) agrees to be bound by the terms of this Agreement, the Security and any Intercreditor Agreement in the same manner and to the same extent as though the Subsidiary Transferee was an original party hereto and thereto in the first instance, without in any way derogating from clause (b) hereunder, and (B) consents and agrees to the continuation or reregistration of any restrictions registered pursuant to Article 7;
- (b) any such Subsidiary Disposition shall not relieve or discharge Talisker from any of its liabilities or obligations hereunder that might be existing at the time of closing of such Subsidiary Disposition, and the Holder may continue to look to Talisker for the performance thereof; and

(c) the Holder agrees that if, as and when the Subsidiary Transferee signs the counterparts contemplated in Section 12.2(a), then the Holder will promptly and contemporaneously make the attendant changes to this Agreement, the Security and any Intercreditor Agreements to bi furcate the relevant provisions thereof as between the Subsidiary Transferee as pertains to the Transferred Subsidiary.

13.3 Transferee Guarantee. If, at any given time:

(a) [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

(b) the Security has not been registered or recorded in accordance with the terms of Article 7 and the Owner completes an Owner Event, then Taliskler will only be released from its Guarantee under Section 12.1 hereunder if Talisker first executes with the Holder an instrument in writing, in terms acceptable to the Holder, acting reasonably, pursuant to which Talisker shall henceforth guarantee the due punctual and full payment and performance of:

(i) all obligations of a Property Transferee towards the Holder under this Agreement as a result of the execution by such Property Transferee of an agreement to be bound pursuant to subsection 10.3(a)(A), or
(ii) all obligations of a Subsidiary Transferee towards the Holder under this Agreement as a result of the execution by such Subsidiary Transferee of an agreement to be bound pursuant to subsection 12.2(a)(a)

for a period [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

14 FORCE MAJEURE

14.1 Events

Notwithstanding any other provisions contained herein, a Party will not be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its control (except those caused by its own lack of funds) including, but not limited to: acts of God, fire, flood, explosion, strikes, lockouts or other industrial disturbances; laws, rules and regulations or orders of any duly constituted court or governmental authority; war; or protests, demonstrations or other events causing work stoppages by environmental lobbyists, non-governmental organizations, aboriginal groups or local community groups (in this Article, each an "Intervening Event"). For the purposes of this Article, the members of the Talisker Group are one Party and the Holder is a second Party.

14.2 Effect of Intervening Events

All time limits imposed by this Agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event described in Section 13.1.

14.3 Obligation to Remove Intervening Events

A Party relying on the provisions of this Article 13 will take all reasonable steps to eliminate any Intervening Event and, if possible, will perform its obligations under this Agreement as far as practical, but nothing herein will require such Party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted court or governmental authority or to complete its obligations under this Agreement if an Intervening Event renders completion impossible.

14.4 Giving Notice

A Party relying on the provisions of this Article 13 will give notice to the other Party forthwith upon the occurrence of the Intervening Event and forthwith after the end of the period of delay when such Intervening Event has been eliminated or rectified.

15 GENERAL

15.1 Interpretation

Unless the context otherwise requires, in this Agreement:

(a) The headings to the Articles, Sections, subsections or clauses of this Agreement are inserted for convenience only and are not intended to affect the construction or interpretation hereof. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless otherwise specified, any reference herein to a Section or Schedule refer to the specified Section of or Schedule to this Agreement.
(b) Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa.
(c) The words "include", "includes" and "including" mean "include", "includes" or "including", in each case, "without limitation".
(d) A reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document.
(e) If there is any conflict or inconsistency between the provisions contained in the body of this Agreement and those of any Schedule hereto and security documents entered into further to this Agreement, the provisions contained in the body of this Agreement shall prevail.
(f) A reference to writing includes electronic mail transmission and any means of reproducing words in a tangible and permanently visible form.
(g) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be made or taken on the next Business Day.
(h) If any provision of this Agreement is or becomes illegal, invalid or unenforceable, in whole or in part, the remaining provisions will nevertheless be and remain valid

and subsisting and the said remaining provisions will be construed as if this Agreement had been executed without the illegal, invalid or unenforceable portion.

15.2 LIBOR

If at any time the Parties determine that the administrator of the LIBOR rate or a Governmental Authority having jurisdiction over a Party has made a public statement identifying a specific date after which LIBOR will no longer be used for determining interest rates for loans, then the Parties will negotiate in good faith to establish an alternate rate of interest to LIBOR that is, at such time, broadly accepted as the prevailing recommended market practice for syndicated loans of this type; provided that, if such alternate rate of interest will be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Upon the Parties agreeing on such a rate, the Parties shall enter into documentation to amend the provisions hereof to refer to such rate and make all other adjustments incidental thereto, provided that such amendment shall require the consent of all Parties.

15.3 Currency

All dollar amounts expressed herein, unless otherwise specified, refer to lawful currency of the United States of America.

15.4 Entire Agreement

This Agreement including the Schedules together with the agreements and documents to be delivered pursuant hereto are the full expression of the Parties' intentions and rights and the entire agreement between them and supersede, save and except the Royalty Purchase Agreement and the subscription agreement dated December 13, 2019, all prior agreements, understandings, negotiations and discussions whether oral or written of the Parties. No amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any other provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

15.5 Further Assurances

15.6 Manner of Payment

15.7 Governing Law

This Agreement will be governed by and interpreted in accordance with the laws of Ontario and the laws of Canada generally applicable therein. Subject to the provisions of Section 11.2, each Party irrevocably submits to the jurisdiction of the courts in Toronto, Ontario, Canada with respect to any matter arising under or related to this Agreement.

15.8 Time of the Essence

Time is of the essence in the performance of each obligation under this Agreement.

15.9 Counterparts

15.10 Language

The parties have expressly requested that this Agreement be drafted in the English language. Les parties ont expressément exigé que la présente convention soit rédigée en langue anglaise.

[Remainder of page left intentionally blank.]

IN WITNESS WHEREOF this Agreement has been executed as of the date first above given.

OSISKO GOLD ROYALTIES LTD

By:

Name: [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] Title: [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

By:

Name: [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] Title:[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

TALISKER RESOURCES LTD.

By: "Terence Harbort" Name: Terence Harbort Title: President & CEO

BRALORNE GOLD MINES LTD.

By: "Terence Harbort" Name: Terence Harbort Title: President & CEO

SCHEDULE "A" DESCRIPTION OF PROPERTY

Undersurface Rights:

Name	Description
Cosmopolitan	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 584, Lillooet District, known as the "Cosmopolitan" MineralClaim, registered under no. KW82934
Virginia	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5455, Lillooet District, known as the "Virginia" Mineral Claim,registered under no. KW82935
Noelton Fraction	All minerals precious and base (save coal and petroleum ) lying in or underDistrict Lot 5456, Lillooet District, known as the "Noelton Fraction" MineralClaim, registered under no. KW82936
Mauser	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5457, Lillooet District, known as the "Mauser" Mineral Claim,registered under no. KW82937
Carl	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5458, Lillooet District, known as the "Carl" Mineral Claim,registered under no. KW82938
Alex	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5459, Lillooet District, known as the "Alex" Mineral Claim,registered under no. KW82939
Matthew	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5460, Lillooet District, known as the "Matthew" Mineral Claim,registered under no. KW82940
John	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5461, Lillooet District, known as the "John" Mineral Claim,registered under no. KW82941
Kathleen	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5462, Lillooet District, known as the "Kathleen" Mineral Claim,registered under no. KW82942
Raymond	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5463, Lillooet District, known as the "Raymond" Mineral Claim,registered under no. KW82943
Savage	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5464, Lillooet District, known as the "Savage" Mineral Claim,registered under no. KW82944
Winchester	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5465, Lillooet District, known as the "Winchester" Mineral Claim,registered under no. KW82945

Name	Description
Lee Metford	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5466, Lillooet District, known as the "Lee Metford" Mineral Claim,registered under no. KW82946
Edna Mary	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5920, Lillooet District, known as the "Edna Mary" Mineral Claim,registered under no. KW82948
Alex Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5921, Lillooet District, known as the "Alex Fraction" MineralClaim, registered under no. KW82949
Alex No. 2 Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5922, Lillooet District, known as the "Alex No. 2 Fraction" MineralClaim, registered under no. KW82950
Raymond Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5923, Lillooet District, known as the "Raymond Fraction" MineralClaim, registered under no. KW82951
Star Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5924, Lillooet District, known as the "Star Fraction" MineralClaim, registered under no. KW82952
Star No. 1 Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5925, Lillooet District, known as the "Star No. 1 Fraction" MineralClaim, registered under no. KW82953
Blue Jay	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 6466, Lillooet District, known as the "Blue Jay" Mineral Claim,registered under no. KW82954
Pioneer	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 456, Lillooet District, known as the "Pioneer" Mineral Claim,registered under no. KW82955
Ida May	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 457, Lillooet District, known as the "Ida May" Mineral Claim,registered under no. KW82956
Nellie Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 458, Lillooet District, known as the "Nellie Fraction" MineralClaim, registered under no. KW82957
Mary Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 459, Lillooet District, known as the "Mary Fraction" MineralClaim, registered under no. KW82958
Trio	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 460, Lillooet District, known as the "Trio" Mineral Claim,registered under no. KW82959

Name	Description
Little Joe	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 539, Lillooet District, known as the "Little Joe" Mineral Claim,registered under no. KW82960
White Crow	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 540, Lillooet District, known as the "White Crow" Mineral Claim,registered under no. KW82961
Bend'or	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 541, Lillooet District, known as the "Bend'or" Mineral Claim,registered under no. KW82962
Jim Crow Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 542, Lillooet District, known as the "Jim Crow Fraction" MineralClaim, registered under no. KW82963
Carbine	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5467, Lillooet District, known as the "Carbine" Mineral Claim,registered under no. KW82947
Delighted	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 543, Lillooet District, known as the "Delighted" Mineral Claim,registered under no. KW82964
Wood Chuck	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 579, Lillooet District, known as the "Wood Chuck" Mineral Claim,registered under no. KW82965
Copeland	All minerals precious and base (save coal and petroleum) lyingin or underDistrict Lot 580, Lillooet District, known as the "Copeland" Mineral Claim,registered under no. KW82966
Hiram	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 581, Lillooet District, known as the "Hiram" Mineral Claim,registered under no. KW82967
Marquis	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 586, Lillooet District, known as the "Marquis" Mineral Claim,registered under no. KW82968
Golden King	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 587, Lillooet District, known as the "Golden King" Mineral Claim,registered under no. KW82969
Lorne	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 588, Lillooet District, known as the "Lorne" Mineral Claim,registered under no. KW82970
Alhambra	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 665, Lillooet District, known as the "Alhambra" Mineral Claim,registered under no. KW82971

Name	Description
Night Hawk	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 666, Lillooet District, known as the "Night Hawk" Mineral Claim,registered under no. KW82972
Lurgan Fraction No. 1	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 667, Lillooet District, known as the "Lurgan Fraction No. 1"Mineral Claim, registered under no. KW82973
Lurgan Fraction No. 2	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 668, Lillooet District, known as the "Lurgan Fraction No. 2"Mineral Claim, registered under no. KW82974
Metropolitan	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 669, Lillooet District, known as the "Metropolitan" Mineral Claim,registered under no. KW82975
Telephone	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 670, Lillooet District, known as the "Telephone" Mineral Claim,registered under no. KW82976
Wood Duck	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 671, Lillooet District, known as the "Wood Duck" Mineral Claim,registered under no. KW82977
Exchange Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 673, Lillooet District, known as the "Exchange Fraction" MineralClaim, registered under no. KW82978
Blackbird	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1176, Lillooet District, known as the "Blackbird" Mineral Claim,registered under no. KW82979
Countless	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1177, Lillooet District, known as the "Countless" Mineral Claim,registered under no. KW82980
Nellie	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1179, Lillooet District, known as the "Nellie" Mineral Claim,registered under no. KW82981
Whip-Poor-Will	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1221, Lillooet District, known as the "Whip-Poor-Will" MineralClaim, registered under no. KW82982
Duke	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1222, Lillooet District, known as the "Duke" Mineral Claim,registered under no. KW82983
Royal	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1224, Lillooet District, known as the "Royal" Mineral Claim,registered under no. KW82984

Name	Description
LeRoy	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1225, Lillooet District, known as the "LeRoy" Mineral Claim,registered under no. KW82985
Maud S. Frac.	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 1226, Lillooet District, known as the "Maud S. Frac." MineralClaim, registered under no. KW82986
Silver Dollar	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2372, Lillooet District, known as the "Silver Dollar"Mineral Claim, registered under no. KW82987
Golden Ribon	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2374, Lillooet District, known as the "Golden Ribon"Mineral Claim, registered under no. KW82988
Alma	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2375, Lillooet District, known as the "Alma" MineralClaim, registered under no. KW82989
Union Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2376, Lillooet District, known as the "Union Fraction"Mineral Claim, registered under no. KW82990
Gold Queen Fractional	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2377, Lillooet District, known as the "Gold QueenFractional" Mineral Claim, registered under no. KW82991
Silver King	All minerals precious and base (save coal, petroleum and natural gas) whichmay be found in, upon or under District Lot 2378, Lillooet District, known asthe "Silver King" Mineral Claim, registered under no. KW82992
Motherlode Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2379, Lillooet District, known as the "MotherlodeFraction" Mineral Claim, registered under no. KW82993
Andy Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2380, Lillooet District, known as the "Andy Fraction"Mineral Claim, registered under no. KW82994
Don F	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2381, Lillooet District, known as the "Don F" MineralClaim, registered under no. KW82995
Don C	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2382, Lillooet District, known as the "Don C" MineralClaim, registered under no. KW82996
Don A	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2383, Lillooet District, known as the "Don A" MineralClaim, registered under no. KW82997

Name	Description
Don E	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2384, Lillooet District, known as the "Don E" MineralClaim, registered under no. KW82998
Don B Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2385, Lillooet District, known as the "Don B Fraction"Mineral Claim, registered under no. KW82999
Robin	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2387, Lillooet District, known as the "Robin" MineralClaim, registered under no. KW83000
Rainier	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2388, Lillooet District, known as the "Rainier" MineralClaim, registered under no. KW83001
Tacoma	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2389, Lillooet District, known as the "Tacoma"Mineral Claim, registered under no. KW83002
Seattle	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2390, Lillooet District, known as the "Seattle" MineralClaim, registered under no. KW83003
Nugget King	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2393, Lillooet District, known as the "Nugget King"Mineral Claim, registered under no. KW83004
Don Z Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 2394, Lillooet District, known as the "Don Z Fraction"Mineral Claim, registered under no. KW83005
Sunset	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3045, Lillooet District, known as the "Sunset" Mineral Claim,registered under No. KW83006
Great Fox	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3046, Lillooet District, known as the "Great Fox" Mineral Claim,registered under no. KW83007
East Pacific	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3047, Lillooet District, known as the "East Pacific" Mineral Claim,registered under no. KW83008
Clifton	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3048, Lillooet District, known as the "Clifton" Mineral Claim,registered under no. KW83009
Corasand	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3049, Lillooet District, known as the "Corasand" Mineral Claim,registered under no. KW83010

Name	Description
Emmadale	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3050, Lillooet District, known as the "Emmadale" Mineral Claim,registered under no. KW83011
Union Jack Fractional	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3051, Lillooet District, known as the "Union Jack Fractional"Mineral Claim, registered under no. KW83012
Titanic Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3053, Lillooet District, known as the "Titanic Fraction" MineralClaim, registered under no. KW83013
Invincible	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 3091, Lillooet District, known as the "Invincible" Mineral Claim,registered under No. KW83014
Leon No. 1	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5323, Lillooet District, known as the "Leon No. 1"Mineral Claim, registered under no. KW83015
Leon Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5324, Lillooet District, known as the "Leon Fraction"Mineral Claim, registered under no. KW83016
Leon No. 2	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5325, Lillooet District, known as the "Leon No. 2"Mineral Claim, registered under no, KW3017
Leon No. 3	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5326, Lillooet District, known as the "Leon No. 3"Mineral Claim, registered under no. KW83017
Leon No. 4	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5328, Lillooet District, known as the "Leon No. 4"Mineral Claim, registered under no. KW83019
Victor Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5331, Lillooet District, known as the "Victor Fraction"Mineral Claim, registered under no. KW83020
Hiram Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5332, Lillooet District, known as the "Hiram Fraction"Mineral Claim, registered under no. KW83021
Eagle Fraction	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5468, Lillooet District, known as the "Eagle Fraction" MineralClaim, registered under no. KW83022
Eagle	All minerals precious and base (save coal and petroleum) lying in or underDistrict Lot 5469, Lillooet District, known as the "Eagle" Mineral Claim,registered under no. KW83023

Name	Description
Eagle No. 1	All minerals precious and base (save coal and petroleum) lying inor underDistrict Lot 5470, Lillooet District, known as the "Eagle No. 1" Mineral Claim,registered under no. KW83024
Lucky Boy Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5475, Lillooet District, known as the "Lucky BoyFraction" Mineral Claim, registered under no. KW83025
Bessie Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5476, Lillooet District, known as the "Bessie Fraction"Mineral Claim, registered under no. KW83026
Savoy	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5477, Lillooet District, known as the "Savoy" MineralClaim, registered under no. KW83027
Empire Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5478, Lillooet District, known as the "EmpireFraction" Mineral Claim, registered under no. KW83028
Eureka	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5479, Lillooet District, known as the "Eureka" MineralClaim, registered under no. KW83029
Cascade Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5480, Lillooet District, known as the "CascadeFraction" Mineral Claim, registered under no. KW83030
Cosmopolitan Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5481, Lillooet District, known as the "CosmopolitanFraction" Mineral Claim, registered under no. KW83031
Duke Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5482, Lillooet District, known as the "Duke Fraction"Mineral Claim, registered under no. KW83032
Coronation Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5483, Lillooet District, known as the "CoronationFraction" Mineral Claim, registered under no. KW83033
Polnud	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5484, Lillooet District, known as the "Polnud" MineralClaim, registered under no. KW83034
Mack Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5485, Lillooet District, known as the "Mack Fraction"Mineral Claim, registered under no. KW83049
Night Hawk Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5486, Lillooet District, known as the "Night HawkFraction" Mineral Claim, registered under no. KW83050

Name	Description
Polnud Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5487, Lillooet District, known as the "Polnud Fraction"Mineral Claim, registered under no. KW83051
Pasadena Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5488, Lillooet District, known as the "PasadenaFraction" Mineral Claim, registered under no. KW83052
Telephone Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5489, Lillooet District, known as the "TelephoneFraction" Mineral Claim, registered under no. KW83053
Monica Marjorie	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5508, Lillooet District, known as the "MonicaMarjorie" Mineral Claim, registered under no. KW83068
A Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5517, Lillooet District, known as the "A Fraction"Mineral Claim, registered under no. KW83069
Hilda	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5518, Lillooet District, known as the "Hilda" MineralClaim, registered under no. KW83070
B Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5519, Lillooet District, known as the "B Fraction"Mineral Claim, registered under no. KW83071
Margaret	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5520, Lillooet District, known as the "Margaret"Mineral Claim, registered under no. KW83072
Hope	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5521, Lillooet District, known as the "Hope" MineralClaim, registered under no. KW83073
David	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5522, Lillooet District, known as the "David" MineralClaim, registered under no. KW83074
Jack	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5523, Lillooet District, known as the "Jack" MineralClaim, registered under no. KW83075
Annette Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5524, Lillooet District, known as the "AnnetteFraction" Mineral Claim, registered under no. KW83076
Buck Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5525, Lillooet District, known as the "Buck Fraction"Mineral Claim, registered under no. KW83077

Name	Description
Millbank	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5582, Lillooet District, known as the "Millbank"Mineral Claim, registered under no. KW83078
Great Divide Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5591, Lillooet District, known as the "Great DivideFraction" Mineral Claim, registered under no. KW83079
Development No. 2	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5594, Lillooet District, known as the "DevelopmentNo. 2" Mineral Claim, registered under no. KW83080
Development No. 1	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5595, Lillooet District, known as the "DevelopmentNo. 1" Mineral Claim, registered under no. KW83081
Development No. 2A	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5596, Lillooet District, known as the "DevelopmentNo. 2A" Mineral Claim, registered under no. KW83054
Development No. 3	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5597, Lillooet District, known as the "DevelopmentNo. 3" Mineral Claim, registered under no. KW83055
Development No. 4	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5598, Lillooet District, known as the "DevelopmentNo. 4" Mineral Claim, registered under no. KW83056
Sunbeam	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5742, Lillooet District, known as the "Sunbeam"Mineral Claim, registered under no. KW83057
Comstock No. 5	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5743, Lillooet District, known as the "Comstock No.5" Mineral Claim, registered under no. KW83058
Comstock No. 2	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5744, Lillooet District, known as the "Comstock No.2" Mineral Claim, registered under no. KW83059
Homestake	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5745, Lillooet District, known as the "Homestake"Mineral Claim, registered under no. KW83060
Sunshine	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5746, Lillooet District, known as the "Sunshine"Mineral Claim, registered under no. KW83061
Comstock No. 3	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5747, Lillooet District, known as the "Comstock No.3" Mineral Claim, registered under no. KW83062

Name	Description
Lorenzo	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5748, Lillooet District, known as the "Lorenzo"Mineral Claim, registered under no. KW83063
Orion No. 4	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5750, Lillooet District, known as the "Orion No. 4"Mineral Claim, registered under no. KW83064
Orion	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5751, Lillooet District, known as the "Orion" MineralClaim, registered under no. KW83065
Comstock No. 8	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5752, Lillooet District, known as the "Comstock No.8" Mineral Claim, registered under no. KW83066
Comstock No. 7	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5754, Lillooet District, known as the "Comstock No.7" Mineral Claim, registered under no. KW83067
Comstock No. 6	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 5755, Lillooet District, known as the "Comstock No.6" Mineral Claim, registered under no. KW83035
Turret Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6037, Lillooet District, known as the "Turret Fraction"Mineral Claim, registered under no. KW83036
Gold King	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6038, Lillooet District, known as the "Gold King"Mineral Claim, registered under no. KW83037
Eagle	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6039, Lillooet District, known as the "Eagle" MineralClaim, registered under no. KW83038
White Star	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6040, Lillooet District, known as the "White Star"Mineral Claim, registered under no. KW83039
Anne Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6041, Lillooet District, known as the "Anne Fraction"Mineral Claim, registered under no. KW83040
Don C Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6044, Lillooet District, known as the "Don C Fraction"Mineral Claim, registered under no. KW83041
Robin Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6045, Lillooet District, known as the "Robin Fraction"Mineral Claim, registered under no. KW83042

Name	Description
Marie Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6048, Lillooet District, known as the "Marie Fraction"Mineral Claim, registered under no. KW83043
Diane	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6830, Lillooet District, known as the "Diane" MineralClaim, registered under no. KW83044
Heather Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6839, Lillooet District, known as the "HeatherFraction" Mineral Claim, registered under no. KW83045
Carol Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6840, Lillooet District, known as the "Carol Fraction"Mineral Claim, registered under no. KW83046
Lee Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6945, Lillooet District, known as the "Lee Fraction"Mineral Claim, registered under no. KW83047
A.M.	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6946, Lillooet District, known as the "A.M." MineralClaim, registered under no. KW83048
Beef Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6947, Lillooet District, known as the "Beef Fraction"Mineral Claim, registered under no. KW83082
Deep Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6948, Lillooet District, known as the "Deep Fraction"Mineral Claim, registered under no. KW83083
Audrey Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 6954, Lillooet District, known as the "AudreyFraction" Mineral Claim, registered under no. KW83084
J.B. Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 7428, Lillooet District, known as the "J.B. Fraction"Mineral Claim, registered under no. KW83085
Jean Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 7429, Lillooet District, known as the "Jean Fraction"Mineral Claim, registered under no. KW83086
Jean No. 4 Fraction	All minerals precious and base (save coal, petroleum and natural gas) lyingin or under District Lot 7430, Lillooet District, known as the "Jean No. 4Fraction" Mineral Claim, registered under no. KW83087

Lot 5742 Sunbeam
Lot 5743 Comstock No.5
Lot 5744 Comstock No.2
Lot 5745 Homestake
Lot 5746 Sunshine
Lot 5747 Comstock No.3
Lot 5748 Lorenzo
Lot 5750 Orion No.4
Lot 5751 Orion
Lot 5752 Comstock No.8
Lot 5754 Comstock No.7
Lot 5755 Comstock No.6

Mineral Claim Tenures:

BRX Group:

Claim Tenure No.	Claim Name	Expiry Date
228251		September 23, 2026
228252		September 23, 2026
228461		September 23, 2026
228462		September 23, 2026
228501	Fishlake #2	September 23, 2026
228544	Pine	September 23, 2026
228736		September 23, 2026
228738		September 23, 2026
510227		September 23, 2026

Bralorne Group:

Claim Tenure No.	Claim Name	Expiry Date
316338	Mead	September 23, 2026
316573	King	September 23, 2026
510593		September 23, 2026
510594		September 23, 2026
510595		September 23, 2026
510596		September 23, 2026
510597		September 23, 2026
511088		September 23, 2026
511645	BP 1	September 23, 2026
517280		September 23, 2026
552953	BP3	September 23, 2026
552955	BP4	September 23, 2026
552959	BP5	September 23, 2026
552966	BP6	September 23, 2026
552971	BP7	September 23, 2026

Claim Tenure No.	Claim Name	Expiry Date
552973	BP8	September 23, 2026
608095	Development Fraction	September 23, 2026
719549	Nugget King	September 23, 2026
818062	Dev. Fr. 2	September 23, 2026
882129	Pioneer Extension	September 23, 2026
1051046		March 29, 2020
1070898	Elbow	September 7, 2020

AI assistant

Talisker Resources — Capital/Financing Update 2020

43814_rns_2020-01-02_3bcbc371-5e5e-4539-a5c1-ddec58325fde.pdf

ROYALTY PURCHASE AGREEMENT

BETWEEN:

AND:

AND:

RECITALS:

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 DEFINITIONS

1.1 Definitions

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Permitted Encumbrances" means:

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

1.2 Schedules

ARTICLE 2 GRANT OF ROYALTY

2.1 Grant of Royalty

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Mutual Representations and Warranties

3.2 Talisker Group Representations and Warranties

ARTICLE 4 CLOSING

4.1 Date and Place of Closing

4.2 Osisko's Closing Deliveries

4.3 Talisker Group's Closing Deliveries

ARTICLE 5 PARTICIPATION RIGHTS ON ROYALTIES, STREAM RIGHTS AND SIMILAR INTERESTS

5.1 Participation Rights on Royalties, Stream Rights and Similar Interests

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

5.2 Exceptions

ARTICLE 6 BUY-BACK RIGHT ON EXISTING ROYALTIES

6.1 Existing Royalty Repurchase Right

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

ARTICLE 7 CONFIDENTIAL INFORMATION

7.1 Confidential Information

7.2 Information in Public Domain

7.3 Press Release

7.4 Request to Disclose

ARTICLE 8 SURVIVAL AND INDEMNIFICATION

8.1 Survival

8.2 Indemnification

ARTICLE 9 NOTICE

9.1 Notice

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

ARTICLE 10 GENERAL

10.1 Interpretation

10.2 Currency

10.3 Entire Agreement

10.4 Further Assurances

10.5 Manner of Payment

10.6 Enurement

10.7 Governing Law

10.8 Time of the Essence

10.9 Counterparts

10.10 Expenses

10.11 Language

[Remainder of page intentionally left blank.]

OSISKO GOLD ROYALTIES LTD

TALISKER RESOURCES LTD.

BRALORNE GOLD MINES LTD.

SCHEDULE "A"

DESCRIPTION OF PROPERTY

Undersurface Rights:

Mineral Claim Tenures:

Bralorne Group:

SCHEDULE "B"

DESCRIPTION OF ADDITIONAL PERMITTED ENCUMBRANCES

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

SCHEDULE "C"

ROYALTY AGREEMENT

ROYALTY AGREEMENT

BETWEEN:

AND:

AND:

THE PARTIES AGREE AS FOLLOWS:

1 DEFINITIONS

"Complementing" means the [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

[REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Early Termination Amount" means, [REDACTED: COMMERCIALLY SENSITIVE INFORMATION]

"Permitted Encumbrances" means:

Talisker Resources Capital/Financing Update 2020