Notice of Annual Meeting of Shareholders and
Management Information Circular

We will hold our Annual Meeting of the holders of common shares on May 12, 2022 at 1:00 PM (Eastern Daylight Time) at the Montréal Marriott Château Champlain Hotel.

Shareholders may exercise their rights by attending the meeting or by completing a form of proxy.

YOUR VOTE AS A SHAREHOLDER IS IMPORTANT. VOTE TODAY.

April 1, 2022

Dear Fellow Shareholder:

We are pleased to invite you to our 8^th annual meeting of shareholders to be held on May 12, 2022 at the Montréal Marriott Château Champlain Hotel.  As a result of the COVID-19 pandemic, we ask that shareholders follow the current instructions and recommendations of provincial and local health authorities when considering attending the meeting. While it is not known what the situation with COVID-19 will be on the date of the meeting, we will adhere to all government and public health authority recommendations and restrictions in order to support efforts to reduce the impact and spread of COVID-19.  We encourage you to vote your shares prior to the meeting. All public health protocols will be followed to ensure the safety of in-person attendees including enforcing applicable capacity, physical distancing, masking and vaccine mandates. Any changes or restrictions to the meeting format will be made available on the Corporation's website at https://osiskogr.com/en/2022-agm/). For more information about how to attend, ask questions and vote at the meeting, see the management information circular.

This was another strong year for Osisko. We met the forecasted annual guidance by earning 80,000 gold equivalent ounces ("GEOs") for 2021 at a 97% cash margin from our royalties and streams (excluding Renard diamond stream). Our asset base continued to provide meaningful catalysts, with our operating partners unlocking value on a number of fronts. The Canadian Malartic Partnership approved the Odyssey underground project, extending production from our flagship Canadian Malartic asset until at least 2039.  Mantos Copper largely completed the Concentrator Debottlenecking project, setting the stage for increasing silver production, and announced a merger with Capstone Mining, which will increase visibility on the mine in a public vehicle. Victoria Gold progressed its mine ramp up and announced "Project 250" to increase gold production further. Diamond prices increased substantially in 2021, which should enable the restart of the Renard stream in the near term.

Several of our development assets took meaningful strides towards financing decisions and production. 2022 should bring new technical studies on key assets including Cariboo, Windfall, Back Forty, Casino, Hermosa, Pine Point and Copperwood, among others. We also saw many of our assets end up in larger, better-capitalized companies and we expect this trend to continue given the quality of our portfolio.

In February 2022, we provided 2022 guidance of between 90,000 and 95,000 gold equivalent ounces ("GEOs"), which includes a significant increase in expected GEOs of between 10,000 to 15,000 GEOs over GEOs received in 2021. In addition, we provided an inaugural 5-year growth outlook of between 130,000 and 140,000 GEOs in 2026 to highlight the organic growth potential of the company.

1100, Avenue des Canadiens-de-Montréal, suite 300, Montréal, Québec, Canada H3B 2S2

Telephone (514) 940-0670 - Fax (514) 940-0669

www.osiskogr.com

We were also able to add quality external growth to our portfolio through the acquisition of gold royalties on the Spring Valley project, Tocantinzinho project, and the West Kenya project, among others.

During our meeting, we will ask you to receive the financial statements of Osisko and to approve the resolutions put forward by your Board of Directors and the management team, including:

1. The election of 9 candidates to our Board of Directors;

2. The appointment of PricewaterhouseCoopers LLP as the Corporation's independent auditor for 2022;

3. The approval of amendments to the Deferred Share Unit Plan and approval of the unallocated rights and entitlements under the plan; and

4. We will also ask you to confirm our approach to our Executive Compensation Program, which has been established to attract and retain a team to execute our value creation strategy and deliver returns in a highly competitive market.

We invite you to review our attached management information circular, which provides you with background information on the matters that will be addressed at the meeting and details information on how to attend the annual meeting and how to vote.

If you have comments or questions about Osisko, you may contact me directly at (Chair-Board@osiskogr.com) or you may contact our Investor Relations Group at (info@osiskogr.com). We would be pleased to respond to your comments or queries.

We thank you for your ongoing support and confidence as we continue to build shareholder value at Osisko Gold Royalties Ltd.

Respectfully,

1100, Avenue des Canadiens-de-Montréal, suite 300, Montréal, Québec, Canada H3B 2S2

Telephone (514) 940-0670 - Fax (514) 940-0669

www.osiskogr.com

TABLE OF CONTENTS

OSISKO GOLD ROYALTIES LTD
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the shareholders of Osisko Gold Royalties Ltd (the "Corporation" or "Osisko"):

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the holders of common shares of the Corporation (the "Common Shares") will be held at 1:00 PM (Eastern Daylight Time) on May 12, 2022 at the Montréal Marriott Château Champlain Hotel, Tidan Room, 1 Place du Canada, Montréal, Québec, H3B 4C9, for the following purposes:

1. To receive the Corporation's audited consolidated financial statements for the year ended December 31, 2021 and the independent auditor's report thereon;

2. To elect the Corporation's directors for the ensuing year;

3. To appoint PricewaterhouseCoopers LLP as the Corporation's independent auditor for fiscal year 2022 and to authorize the directors to fix its remuneration;

4. To consider, and if deemed advisable, adopt an ordinary resolution to approve amendments to the Deferred Share Unit Plan and approve the unallocated rights and entitlements under the plan, as more fully described in the accompanying management information circular;

5. To consider and, if deemed advisable, adopt an advisory resolution supporting Osisko's approach to executive compensation, the full text of which is reproduced in the accompanying management information circular; and

6. To transact such other business as may properly be brought before the Meeting or at any adjournment thereof.

Dated at Montréal, Québec, Canada this 1^st day of April, 2022.

By order of the Board of Directors,

André Le Bel

Vice President, Legal Affairs and Corporate Secretary

IMPORTANT

It is desirable that as many Common Shares as possible be represented at the Meeting. As always, we encourage shareholders to vote their shares prior to the proxy voting deadline even if you expect to attend the Meeting. If you do not expect to attend the Meeting or any adjournment thereof in person, and would like your Common Shares represented, please date, sign and return the enclosed form of proxy for use at the Meeting or any adjournment thereof. To be effective, the proxy must be received by the Corporation's transfer agent, TSX Trust Company, by email at: proxyvote@tmx.com, by mail: 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6; or by fax to 1 (866) 781-3111 (North American Toll Free) no later than 1:00 p.m. (Eastern Daylight Time) on May, 10, 2022 or 48 hours (other than a Saturday, Sunday or holiday) prior to the time to which the Meeting may be adjourned. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline. Shareholders who hold their shares through a bank, broker or other intermediary should refer to "Beneficial Shareholders" below.

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the "Circular") is provided in connection with the solicitation of proxies by the management of Osisko Gold Royalties Ltd (the "Corporation" or "Osisko") for use at the annual meeting of the shareholders of the Corporation (the "Shareholders") to be held on May 12, 2022 at 1:00 PM (Eastern Daylight Time) (the "Meeting") and at every adjournment thereof. Except where otherwise indicated, this Circular contains information as of the close of business on March 22, 2022 and all currency amounts are shown in Canadian dollars. 

PROXY MATTERS AND VOTING INFORMATION

Solicitation of Proxies

The enclosed proxy is being solicited by the management of the Corporation. Solicitation will be primarily by mail but proxies may also be solicited by telephone, or personally by directors, officers or employees of the Corporation. In addition, the Corporation has retained the services of Laurel Hill Advisory Group ("Laurel Hill") to provide the following services in connection with the Meeting: review and analysis of the Circular, recommending corporate governance best practices where applicable, liaising with proxy advisory firms, developing and implementing shareholder proxies, assisting with voting and the solicitation of proxies including contacting Shareholders by telephone. For these services, Laurel Hill will receive a fee of $37,500, plus reasonable out-of-pocket expenses. The Corporation will bear all expenses in connection with the solicitation of proxies. In addition, the Corporation shall, upon request, reimburse brokerage firms and other custodians for their reasonable expenses in forwarding proxies and related material to beneficial owners of Common Shares.

Appointment of Proxy

The persons named in the enclosed form of proxy are executive officers of the Corporation. A Shareholder has the right to appoint a person, who need not be a Shareholder of the Corporation, other than the persons designated in the accompanying form of proxy, to attend and act on his or her behalf at the Meeting. To exercise this right, a Shareholder may insert such other person's name in the blank space provided in the accompanying form of proxy or complete another appropriate form of proxy.

Revocability of Proxy

A proxy given pursuant to this solicitation may be revoked by an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing and delivered either to TSX Trust Company  ("TSX Trust") at 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6, or by fax to 1 (866) 781-3111, no later than 1:00 PM (Eastern Daylight Time) on Tuesday, May 10, 2022 or at any time up to and including the last business day preceding the day of any adjournment of the Meeting at which the proxy is to be used, or to the Chair or Secretary of such Meeting on the day of the Meeting or any adjournment thereof, or by any other manner permitted by law. Any proxy given by a registered Shareholder can also be revoked by the Shareholder if he or she so requests. If a registered Shareholder follows the process for attending and voting at the Meeting online, voting at the Meeting online will also revoke your previous proxy.

Beneficial Shareholders (as defined herein) will have different methods and should carefully follow the instructions provided to them from their intermediary.

Beneficial Shareholders

A beneficial Shareholder is a Shareholder whose shares are registered in the name of a representative, such as an investment dealer or another intermediary (collectively, "Intermediaries"), rather than in the Shareholder's name ("Beneficial Shareholder"). Most of the Corporation's Shareholders are Beneficial Shareholders.

In accordance with Canadian securities legislation, the Meeting materials are being sent to both registered and Beneficial Shareholders. There are two types of Beneficial Shareholders - Shareholders who have objected to the disclosure of their identities and share positions ("OBO's") and Shareholders who do not object to the Corporation knowing who they are ("NOBO's").

In the case of NOBO's, Meeting materials have either (a) been sent by the Corporation (or its agent) directly to NOBO's, or (b) been sent by the Corporation (or its agent) to intermediaries holding on behalf of NOBO's for distribution to such shareholder. If you are a NOBO and the Corporation (or its agent) has sent the Meeting materials directly to you, your personal information has been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.

As it relates to OBO's, the Corporation intends to pay Intermediaries to send proxy-related materials and voting instruction forms to OBO's. Most intermediaries delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge mails a voting instruction form ("VIF") in lieu of a form of proxy provided by Osisko. For your Common Shares to be voted, you must follow the instructions on the VIF that is provided to you. You can complete the VIF by: (i) calling the phone number listed thereon; (ii) mailing the completed VIF in the envelope provided; or (iii) using the internet at www.proxyvote.com.

Voting Information

Common Shares represented by properly executed proxies in favour of the persons designated in the enclosed form of proxy will be voted or withheld from voting on any ballot that may be called for and, if the Shareholder specifies a choice in respect of the matters to be voted upon, the Common Shares shall be voted or withheld from voting in accordance with the specification made by the Shareholder. If no specification is made, such Common Shares will be voted FOR all of the following agenda items: (i) the election of each of the proposed nominees as directors of the Corporation for the ensuing year; (ii) the appointment of PricewaterhouseCoopers LLP as independent auditor of the Corporation and the fixing of its remuneration by the directors; (iii) the adoption by an ordinary resolution to approve amendments to the Deferred Share Unit Plan and approve the unallocated rights and entitlements under the plan; and (iv) the adoption of an advisory resolution supporting Osisko's approach to executive compensation. These Items are further described and discussed in the Circular.

The enclosed proxy confers discretionary authority upon the persons named therein to vote as he or she sees fit with respect to amendments or variations to matters identified in the notice relating to the Meeting and other matters which may properly come before the Meeting. At the date of this Circular, the management of the Corporation is not aware that any such amendments, variations, or other matters are to be presented for action at the Meeting.

Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting and vote in real time, provided they are connected to the internet and follow the instructions below. However, voting by proxy is the easiest way to vote because you can appoint anyone to be your proxyholder to attend the Meeting and vote your Common Shares according to your instructions. This person does not need to be a shareholder.

Completed and signed proxies must be deposited at the office of the Corporation's registrar and transfer agent, TSX Trust Company, 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6, and must be received not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the Chair of the Meeting elects to exercise his discretion to accept proxies received subsequently. Telephone voting can be completed at 1 (888) 489-7352. Internet voting can be completed at www.tsxtrust.com/vote-proxy. Alternatively, you may fax your proxy to 1 (416) 368-2502 or toll free in Canada and the United States to 1 (866) 781-3111, or scan and email to proxyvote@tmx.com. Beneficial Shareholders will have different voting methods and are encouraged to carefully follow the instructions provided on the VIF.

If you are a Beneficial Shareholder and are unable to attend the Meeting, but wish that your voting rights be exercised on your behalf by a proxyholder, you must follow the voting instructions on the VIF. If you are a Beneficial Shareholder and wish to exercise your voting rights at the Meeting, you must indicate your own name in the space provided for such purpose on the VIF in order to appoint yourself as proxyholder and follow the instructions therein with respect to the execution and transmission of the document. If you have any questions with respect to the foregoing or need help with voting, we invite you to contact Laurel Hill by calling toll-free 1 (877) 452-7184 if you are in North America, or 1 (416) 304-0211 if you are outside North America, or by emailing at assistance@laurelhill.com.

Voting Results

Following the Meeting of Shareholders, a report on the voting results will be filed with the Canadian securities regulatory authorities at www.sedar.com.

NOTICE-AND-ACCESS RULES

The Corporation has elected to use the notice-and-access provisions under Regulation 51-102 - Continuous Disclosure Obligations ("Regulation 51-102") and Regulation 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer ("Regulation 54-101", and together with Regulation 51-102, the "Notice-and-Access Provisions") for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allows issuers to post electronic versions of proxy-related materials on-line, via the System for Electronic Document Analysis and Retrieval ("SEDAR") and one other website, rather than mailing paper copies of such materials to Shareholders.

Instead of receiving this Circular, Shareholders will receive a Notice of Meeting with the proxy or voting instruction form, as the case may be, along with instructions on how to access the Meeting materials online. The Corporation will send the Notice of Meeting and proxy form directly to registered Shareholders and NOBOs. The Corporation will pay for intermediaries to deliver the Notice of Meeting, voting instruction form and other Meeting materials requested by OBOs. This Circular and other relevant materials are available on the Corporation's corporate Internet website (http://www.osiskogr.com/en/2022-agm/) or on SEDAR (www.sedar.com).

Objecting Beneficial Shareholders may request a paper copy of the Meeting materials, at no cost, from Broadridge Investor Communications Corporation by calling toll-free 1 (877) 907-7643 and entering the 16-digit control number located on the voting instruction form or via internet at www.proxyvote.com by using the 16-digit control number located in the voting instruction form. To ensure that you receive the materials in advance of the voting deadline and the Meeting, all requests must be received no later than May 10, 2022 to ensure timely receipt. Requests for Meeting materials may be made up to one year from the date the Circular is filed on SEDAR.

If you are a registered Shareholder or a NOBO and wish to receive a copy of this Circular or need help with voting, we invite you to contact Laurel Hill by calling toll-free 1 (877) 452-7184 if you are in North America, or 1 (416) 304-0211 if you are outside North America, or by emailing your request to assistance@laurelhill.com.

The Corporation will not use procedures known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when an issuer using Notice-and-Access Provisions sends a paper copy of the Circular to some Shareholders with a Notice Package. 

If you request a paper copy of the materials, please take note that no additional proxy form or voting instruction form shall be sent to you. Therefore, please make sure that you retain the form that you received with the Notice of Meeting for voting purposes.

VOTING SECURITIES

As of March 22, 2022, 166,246,261 Common Shares of the Corporation were outstanding. Holders of Common Shares of record at the close of business on March 22, 2022 (the "Record Date") will be entitled to one vote for each such Common Share held by them.

PRINCIPAL HOLDER OF VOTING SECURITIES

To the knowledge of the directors and executive officers of the Corporation and according to the latest data available as of March 22, 2022, there are no Shareholders owning, directly or indirectly, or exercising control or direction over more than 10% of the voting rights attached to all Common Shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Unless as otherwise disclosed in this Circular, no director or executive officer, past, present or nominated hereunder, or any associate or affiliate of such persons, or any person on behalf of whom this solicitation is made, has any interest, direct or indirect, in any matter to be acted upon at the Meeting, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.

BUSINESS TO BE TRANSACTED AT THE MEETING

SHAREHOLDER VOTING MATTERS AND RECOMMENDATION

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for the financial year ended December 31, 2021 and the report of the auditor thereon will be presented at the Meeting. These consolidated financial statements and management's discussion and analysis were sent to all Shareholders who have requested a copy with this Notice of Annual Meeting of Shareholders and Circular, as applicable. The Corporation's consolidated financial statements and related management discussion and analysis for the year ended December 31, 2021 are available on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov) as well as on the Corporation's website (www.osiskogr.com).

ELECTION OF DIRECTORS

The executive management team (the "Management") of the Corporation is supervised by the board of directors (the "Board of Directors" or "Board") as per the Business Corporations Act (Québec). The members of the Board are elected annually at each annual meeting of Shareholders to hold office until the next annual meeting unless, prior thereto, he or she resigns, or the office of such director becomes vacant by death, removal, or other cause. The articles of incorporation of the Corporation provide that our Board shall consist of a minimum of three (3) and a maximum of fifteen (15) directors. Accordingly, nine (9) nominees are being proposed as directors for election by the Shareholders at the Meeting for the current year, each to hold office until the next annual meeting of Shareholders or until such person's successor is elected or appointed. You can vote for all of these proposed directors, vote for some of them and withhold for others, or withhold for all of them.

Mr. Christopher C. Curfman has decided not to stand for re-election at the Meeting. As such, he is not part of the nominees that are being proposed as directors for election by the Shareholders at the Meeting for the ensuing year.

The members of the Board of Directors would like to express their appreciation to Mr. Curfman for his contribution over the years and also wish to extend to him their gratitude for the services during his mandate as directors of the Corporation.

The following tables set out information about each nominee director's summary career profile, their board committee memberships (the "Board Committee Membership" or "Board Committee"), meeting attendance during the most recently completed financial year, principal directorships with other reporting issuers as well as other public and parapublic corporations on whose boards the nominees currently serve or have served in the past five years, areas of expertise and the number of securities they hold, either in the form of Common Shares, stock options ("options"), deferred share units ("DSUs"), restricted share units ("RSUs"), or debentures of the Corporation.

Unless otherwise directed, the persons named in the enclosed proxy form intend to VOTE FOR the election of each of the proposed nominees whose names are set out below. The proposal requires the approval of a majority of the votes cast at the Meeting.

Each of the nominees has provided the information as to the Common Shares of the Corporation he or she beneficially owns or over which he or she exercises control or direction, as at March 22, 2022. All nominees have served continuously as director of the Corporation since their appointment or first election in such capacity.

The Corporation has adopted a majority voting policy, which is further described in the Circular under the heading "Statement of Corporate Governance Practices - Majority Voting and Director Resignation Policy for Election of Directors".

THE HONOURABLE JOHN R. BAIRD Ontario, Canada Age: 52	Status: Independent(1) Director since: April 2020 Annual Meeting Votes: 2021: 99.70% In Favour 2020: 99.65% In Favour Areas of Expertise: Governance Government Relations Human Resources International Business Management Sustainability	Board and Committee Meeting Attendance during 2021
					Regular		Ad Hoc	Total
		Board			4/4		6/6	10/10
		Environmental and Sustainability Committee			2/2		1/1	3/3
		Governance and Nomination Committee(2)			3/3		1/1	4/4
		Overall Attendance:			100%
		Public Board Membership in the past 5 years and Interlocking Directorships
		Canfor Corporation - No Interlock Canfor Pulp Products Inc. - No Interlock Canadian Pacific Railway Limited - No Interlock Canadian Pacific Railway Company - No Interlock
		Investment, Ownership and Total Value of Equity
			2022(3) (March 22) (#)	2022(3) Value ($)		2021(4) (March 22) (#)			2021(4) Value ($)
		Osisko Common Shares	2,818	46,272		2,818			40,805
		Osisko DSUs	26,570	436,279		18,937			274,208
		Value ($)		482,551					315,012
		Ownership Requirement - Target Date to Meet
		Target attained in 2021
Mr. Baird is a director and advisor to a variety of firms in Canada and abroad. He was a former Senior Cabinet Minister in the Government of Canada and was the former Canadian Minister of Foreign Affairs. A native of Ottawa, Baird spent three terms as a Member of Parliament ("MP") and four years as Minister of Foreign Affairs where he advanced Canada/US relations and worked to strengthen ties to the Middle East and China. He also served as President of the Treasury Board, Minister of the Environment, Minister of Transport and Infrastructure, and Leader of the Government in the House of Commons. In 2010, he was selected by MPs from all parties as Parliamentarian of the Year. Prior to entering federal politics, Mr. Baird spent ten years in the Ontario Legislature where he served in several Ministerial portfolios. Mr. Baird sits on the corporate boards of Canadian Pacific, Canfor, the FWD Group, and PineBridge Investments, and is a member of the International Advisory Board of Barrick Gold Corp. He also serves as a Senior Advisor with Bennett Jones LLP, and is a Senior Advisor at Eurasia Group, a global political risk consultancy. Until January 2020, he served as Global Strategic Advisor to Hatch Ltd, a Canadian global multidisciplinary management, engineering and development consultancy. Mr. Baird also volunteers his time with Community Living Ontario, an organization that supports individuals with developmental disabilities and the Prince's Charities, the charitable office of His Royal Highness The Prince of Wales. Mr. Baird holds an Honours Bachelor of Arts in Political Studies from Queen's University at Kingston and was presented with an Honorary Doctor of Law LLD at Queen's University in 2018.

JOANNE FERSTMAN Ontario, Canada Age: 54	Status: Independent(1) Lead Director since: April 2014 Annual Meeting Votes: 2021: 93.22% In Favour 2020: 98.87% In Favour 2019: 97.89% In Favour   Areas of Expertise: Financial Governance Human Resources Information Security Risk Management International Business Management Mergers/Acquisitions	Board and Committee Meeting Attendance during 2021
					Regular			Ad Hoc	Total
		Board			4/4			6/6	10/10
		Audit and Risk Committee			4/4			n/a	4/4
		Human Resources Committee			4/4			1/1	5/5
		Overall Attendance:			100%
		Public Board Membership in the past 5 years and Interlocking Directorships
		Dream Unlimited Corp. ─ No interlock Cogeco Communications Inc. ─ No interlock ATS Automatic Tooling Systems ─ No interlock Osisko Development Corp.(5) - Interlock with Sean Roosen and Charles E. Page Dream Office REIT (2003 - 2018)
		Investment, Ownership and Total Value of Equity
			2022(3) (March 22) (#)	2022(3) Value ($)			2021(4) (March 22) (#)			2021(4) Value ($)
		Osisko Common Shares	19,500	320,190			19,500			282,360
		Osisko DSUs	111,845	1,836,495			99,375			1,438,950
		Osisko Debentures(6)	100	101,070			100			101,075
		Value ($)		2,257,755						1,721,310
		Ownership Requirement - Target Date to Meet
		Target Attained in 2016
Ms. Joanne Ferstman is a director, who has been serving on a number of public company boards and has over 20 years of progressive experience in the financial industry.  She was until 2012 President and Chief Executive Officer of Dundee Capital Markets Inc., a full service investment dealer with principal businesses that include investment banking, institutional sales and trading, and private client financial advisory. She has held several leadership positions within Dundee Corporation and DundeeWealth Inc. over 18 years, primarily as Chief Financier Officer, where she was responsible for strategic development, financial and regulatory reporting and risk management. Ms. Ferstman was appointed to the Board of Directors of Osisko Development Corp. ("Osisko Development") as a nominee of the Corporation in accordance with the terms and conditions of an investment agreement. Ms. Ferstman holds a Bachelor of Commerce and a Graduate degree in Public Accountancy from McGill University and is a Chartered Professional Accountant.

EDIE HOFMEISTER California, United States of America Age: 56	Status: Independent(1) Director since: New Nominee Annual Meeting Votes: N/A Areas of Expertise: Governance Government Relations Human Resources International Business Management Mergers/Acquisitions Sustainability	Board and Committee Meeting Attendance during 2021
		N/A
		Public Board Membership in the past 5 years and Interlocking Directorships
		Minto Metals Corp. ─ No interlock Nighthawk Gold Corp. ─ No interlock Prime Mining Corp. ─ Interlock with Murray John
		Investment, Ownership and Total Value of Equity
			2022(3) (March 22) (#)	2022(3) Value ($)		2021(4) (March 22) (#)	2021(4) Value ($)
		Osisko Common Shares	n/a	n/a		n/a	n/a
		Osisko DSUs	n/a	n/a		n/a	n/a
		Value ($)		n/a			n/a
		Ownership Requirement - Target Date to Meet
		n/a
Ms. Hofmeister has advised large and small multi-national extractive companies on legal and ESG matters for over twenty years. Most recently she served as Executive Vice President Corporate Affairs and General Counsel for Tahoe Resources where she led the Legal, Sustainability and Government Affairs departments and helped grow Tahoe from a junior exploration company to a mid-cap precious metals producer.  Since 2006, Ms. Hofmeister has worked alongside rural and indigenous communities in India, Peru, Guatemala, Mexico and Canada to enhance food, work and water security. Ms. Hofmeister serves as the Chair of the International Bar Association's Business and Human Rights Committee, a group dedicated to promoting high ESG standards in multi-national corporations. Ms. Hofmeister received a Bachelor of Arts degree in international relations from UCLA, a Master of Arts degree in international peace studies from the University of Notre Dame and a Juris Doctor degree from the University of San Francisco.

W. MURRAY JOHN British Columbia, Canada Age: 63	Status: Independent(1) Director since: February 2020 Annual Meeting Votes: 2021: 93.69% In Favour 2020: 99.70% In Favour Areas of Expertise: Financial Governance Human Resources International Business Management Mergers/Acquisitions Sustainability Technical/Mining	Board and Committee Meeting Attendance during 2021
					Regular		Ad Hoc	Total
		Board			4/4		6/6	10/10
		Audit and Risk Committee(7)			2/2		n/a	2/2
		Environmental and Sustainability Committee			2/2		1/1	3/3
		Governance and Nomination Committee(7)			1/1		n/a	1/1
		Overall Attendance:			100%
		Public Board Membership in the past 5 years and Interlocking Directorships
		Discovery Silver Corp. - No Interlock O3 Mining Inc. - No Interlock Prime Mining Corp. - Interlock with Edie Hofmeister Osisko Mining Inc. (2015 - 2018) Dundee Precious Metals Inc. (2005 - 2017)
		Investment, Ownership and Total Value of Equity
			2022(3) (March 22) (#)	2022(3) Value ($)		2021(4) (March 22) (#)			2021(4) Value ($)
		Osisko Common Shares	Nil	Nil		10,000			144,800
		Osisko DSUs	26,116	428,825		18,490			267,735
		Value ($)		428,825					412,535
		Ownership Requirement - Target Date to Meet
		Target attained in 2020
Mr. John is a mining engineer and investment industry professional.  He currently serves as the Chair of the Board of Directors of Discovery Silver Corp. and Prime Mining Corp. and he is the Lead Director of O3 Mining Inc.. Prior to his retirement in December 2014, he was the President and Chief Executive Officer of Dundee Resources Limited, and Managing Director and a Portfolio Manager with Goodman & Company, Investment Counsel Inc., where he was responsible for managing merchant banking investments, Private Equity resource and precious metals focused mutual funds and flow-through limited partnerships. Mr. John has been involved with the resource investment industry since 1992 and has worked as an investment banker, buy-side mining analyst, sell-side mining analyst, and portfolio manager. He graduated from the Camborne School of Mines in 1980 with a Bachelor of Science (Hons) in mining engineering and received an award from the Associateship of the Camborne School of Mines. Mr. John also received a Master of Business Administration from the University of Toronto in 1993.

SANDEEP SINGH Ontario, Canada Age: 42

Status: Non Independent(1) Director since: November 2020 Annual Meeting Votes: 2021: 99.85% In Favour Areas of Expertise: Financial Governance Government Relations Human Resources International Business Management Mergers/Acquisitions Sustainability Technical/Mining

Board and Committee Meeting Attendance during 2021

Regular

Ad Hoc

Total

Board

4/4

6/6

10/10

Overall Attendance:

100%

Public Board Membership in the past 5 years and Interlocking Directorships

N/A

Investment, Ownership and Total Value of Equity

2022(3) (March 22) (#)

2022(3) Value ($)

2021(4) (March 22) (#)

2021(4) Value ($)

Osisko Common Shares

166,149

2,728,167

139,795

2,024,232

Osisko RSUs

233,436

3,833,019

281,201

4,071,790

Value ($)

6,561,186

6,096,022

Ownership Requirement - Target Date to Meet

Target attained in 2020

Options

Grant Date (mm-dd-yy)

Expiry Date (mm-dd-yy)

Options (#)

Exercise Price ($)

Total Unexercised (#)

Value of Unexercised Options(10) ($)

03-01-21 05-15-20 12-31-19

03-01-26 05-15-25 12-31-26

188,000 249,400250,000

12.70 13.50 12.70

188,000 249,400 250,000

699,360 728,248 930,000

Mr. Sandeep Singh joined Osisko as President in January 2020. He became President and Chief Executive Officer in November 2020. For the fifteen years prior, Mr. Singh was an investment banker in the metals and mining industry where he advised numerous mining companies on growth and financing strategies with Maxit Capital (2014 - 2020), Dundee Securities (2010 - 2014) and BMO Capital Markets (2005 - 2010). As co-founder of Maxit Capital, he was instrumental in building an independent and highly successful advisory firm, which acted on some of the most complex and value-enhancing transactions in the mining sector.   Mr. Singh holds a Bachelor of Mechanical Engineering degree from Concordia University and a Masters of Business Administration degree from Oxford University.

VOTING RESULTS OF 2021 ANNUAL MEETING

The voting results for the election of directors at the 2021 annual meeting of shareholders of the Corporation were as follows:

TENURE OF THE BOARD

The following table illustrates the age group, gender, applicable tenure and location of residence for each of the nominee non-executive directors:

2021 BOARD AND COMMITTEE ATTENDANCE RECORD

The table below reflects the record of attendance by directors at meetings of the Board of Directors and its standing Committees, as well as the total number of Board and Committee meetings held during the most recently completed financial year:

NOTES:

(1) Mrs. Bertrand and Mr. Burzynski did not stand for re-election in 2021.

(2) Ms. Candace MacGibbon was appointed to the Board of Directors on January 19, 2021.

A private session is included in the agenda of every Board and Committee meeting and the non-executive directors or the Committee members have the prerogative to hold such private session or not at their discretion. At the request of the directors or the Committee members, attendance of certain members of Management of the Corporation may be required from time to time.

The table below displays the total number of private sessions held by non-executive directors during the most recently completed financial year:

DIRECTOR COMPENSATION

retainer, attendance fees and share-based remuneration

The Human Resources Committee (the "HR Committee") oversees non-executive directors' compensation and determines, from time to time, the respective value of the annual retainer and DSU grant to be made to non-executive directors and makes its recommendation to the Board of Directors.

An annual retainer and attendance fees for Board and Committee service are paid on a quarterly basis to non-executive directors only.

The Board of Directors makes fixed value DSU grants to non-executive directors. The Board of Directors adopted the DSU plan (the "DSU Plan"), which is further described below under the heading "Deferred Share Unit Plan", and elected to fix an annual value to such grant at approximately $120,000 for the non-executive Board members and approximately $180,000 for the lead director ("Lead Director"). Furthermore, each new non-executive director is granted an initial one-time grant having a value of approximately $200,000. The Lead Director is granted an initial one-time grant having a value of approximately $300,000. Such initial DSU grants (the "Initial DSU Grants") are consistent with the practice of welcoming new non-executive Board members by making an initial long-term incentive award. With respect to the annual grant of DSUs to a non-executive director in the year following the receipt of the Initial DSU Grant, such annual grant is pro-rated to take into account that the Initial DSU Grant shall cover an initial period of twelve (12) months.

All annual and initial DSU grants, as well as annual retainers and attendance fees paid to non-executive directors are described below:

NOTE:

(1) With respect to the annual grant of DSUs to a non-executive director in the year following the receipt of the Initial DSU Grant, such annual grant is pro-rated to take into account that the Initial DSU Grant shall cover an initial period of twelve (12) months.

The Board approved a change to the non-executive director's compensation as a result of a change to the DSU Plan on April 1, 2022.  As per such change, which reduced the annual DSU grant to the Lead Director to $150,000 yearly (a decrease from $180,000), the total cash retainer of the Lead Director was increased by $30,000 to $130,000 so there was no change to total annual compensation.  The amendments to the DSU Plan are further discussed under the heading "APPROVAL OF AMENDMENTS TO THE DEFERRED SHARE UNIT PLAN AND APPROVAL OF THE UNALLOCATED RIGHTS AND ENTITLEMENTS UNDER THE PLAN".

director compensation table

The total value of retainers, attendance fees and share-based awards paid by the Corporation to non-executive directors in respect of meetings of the Board and its standing Committees during the most recently completed financial year was $1,668,073. The following table provides a summary of the compensation received by each non-executive director of the Corporation for the most recently completed financial year:

NOTES:

(1) Mr. Sean Roosen, Executive Chair of the Board of the Corporation (formerly Chair and Chief Executive Officer) and Mr. Sandeep Singh, President and Chief Executive Officer of the Corporation, do not receive any compensation as directors of the Corporation. Mr. Roosen's and Mr. Singh's compensation is further disclosed in the Summary Compensation Table and elsewhere in this Circular.

(2) Share-based awards in the form of Initial DSU Grants were made under the DSU Plan as fully described under the heading "Long-term Incentive Compensation". The value price of each DSU at the date of the annual grant, as per the terms of the DSU Plan, was $16.46 for all non-executive directors, except for Ms. MacGibbon for whom the value price of her initial grant was $12.70.

(3) Directors traveling more than 4 hours to attend meetings are entitled to a $1,000 per diem.

(4) Mrs. Françoise Bertrand and Mr. John Burzynski did not stand for re-election in 2021.

(5) Ms. Candace MacGibbon was appointed to the Board of Directors on January 19, 2021, therefore, the retainer and attendance fee payments took effect upon her appointment.

The following table sets forth in detail each component of the total retainer, attendance fees and per diem paid to each non-executive directors during the financial year ended December 31, 2021:

NOTES:

(1) Mr. Sean Roosen, Executive Chair of the Board of the Corporation (formerly Chair and Chief Executive Officer) and Mr. Sandeep Singh, President and Chief Executive Officer of the Corporation, do not receive any compensation as directors of the Corporation. Mr. Roosen's and Mr. Singh's compensation is further disclosed in the Summary Compensation Table and elsewhere in this Circular.

(2) Share-based awards in the form of Initial DSU Grants were made under the DSU Plan as fully described under the heading "Long-term Incentive Compensation". The value price of each DSU at the date of the annual grant, as per the terms of the DSU Plan, was $16.46 for all non-executive directors, except for Ms. MacGibbon for whom the value price of her initial grant was $12.70.

(3) Directors traveling more than 4 hours to attend meetings are entitled to a $1,000 per diem; Mr. John did not travel to attend meetings in person in 2021 given the COVID-19 pandemic.

(4) Mrs. Françoise Bertrand and Mr. John Burzynski did not stand for re-election in 2021.

(5) Ms. Candace MacGibbon was appointed to the Board of Directors on January 19, 2021, therefore, the retainer and attendance fee payments took effect upon her appointment.

Deferred Share Unit Plan

The Corporation's DSU Plan, which is in effect since the date of its assent, April 30, 2014, was adopted to enhance the Corporation's ability to attract and retain talented individuals to serve as members of the Board of Directors or as officers of the Corporation and its subsidiaries and to promote alignment of interests between such individuals and Shareholders of the Corporation. On April 1, 2022, the Board of Directors approved amendments to the Corporation's DSU Plan (the "Amended DSU Plan") pursuant to which, grants of DSUs to each non-executive director are now limited to a maximum value of $150,000 per year; for greater certainty, non-executive directors are not entitled to option grants.

The number of DSUs credited to a director's account is calculated on the basis of the closing price of the Common Shares of the Corporation traded on the TSX on the day prior to the date of grant. Additional DSUs will automatically be granted to each participant whenever dividends are paid on the Common Shares of the Corporation.

As at December 31, 2021, the aggregate value of DSUs held by the Corporation's non-executive directors was $5,823,622.

Outstanding Share-Based Awards and Option-Based Awards

The table below sets forth, for each non-executive director, information regarding option-based and share-based awards outstanding as at December 31, 2021.

NOTES:

(1) Mr. Sean Roosen, Executive Chair of the Board of the Corporation (formerly Chair and Chief Executive Officer) and Mr. Sandeep Singh, President and Chief Executive Officer of the Corporation, do not receive any compensation as directors of the Corporation. Mr. Roosen's and Mr. Singh's compensation is further disclosed in the Summary Compensation Table and elsewhere in this Circular.

(2) The closing price of the Common Shares of the Corporation on the TSX on December 31, 2021 was $15.48.

(3) All DSUs granted by the Corporation in 2021 vest on the day prior to the next annual meeting of Shareholders following such grant.

(4) Ms. Françoise Bertrand and Mr. John Burzynski did not stand for re-election in 2021.

(5) Ms. Candace MacGibbon was appointed to the Board of Directors on January 19, 2021.

Incentive Plan Awards - Value Vested or Earned during the Year

The following table discloses the aggregate dollar value that would have been realized during the year ended December 31, 2021 if the DSUs and options awards had been exercised on their respective vesting date and the aggregate value realized upon vesting of option-based awards and share-based awards.

Settlement of DSUs

In 2021, former directors of the Corporation requested the settlement of all DSUs granted to them.  Accordingly, 35,946 DSUs were settled at a price of $16.46, being the closing market price on the TSX on May 13, 2021, and 66,320 at a price of $18.08, being the closing market price on the TSX on June 14, 2022, for a total issue of 47,389 Common Shares of the Corporation, net of tax withholdings.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the Corporation's knowledge, no proposed director is, at the date of this Circular, has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) while the proposed director was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (ii) after the proposed director ceased to act in that capacity but which resulted from an event that occurred while that person was acting in such capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.

To the Corporation's knowledge, no proposed director is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except for Mr. W. Murray John, who was a director of insolvent African Minerals Limited, a company who appointed Deloitte LLP as its administrator by order of the High Court of Justice, Chancery Division, Companies Court on March 26, 2015.

In addition, to the knowledge of the Corporation, no proposed director has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

Furthermore, to the knowledge of the Corporation, no proposed director has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

compensation governance

The Board of Directors of Osisko is responsible for establishing and administrating a compensation program for the Executive Chair (formerly the Chair and Chief Executive Officer), the President and Chief Executive Officer, and the Named Executive Officers (collectively "Named Executives") of the Corporation. The Board of Directors has delegated the oversight of the compensation program and human resources matters to the HR Committee, which is composed entirely of independent directors.

The HR Committee has the responsibility to ensure that the Corporation attracts and retains a senior leadership team that will develop and execute a strategic plan, with a view to deliver superior value over the long-term to the Corporation's Shareholders and other stakeholders. In carrying out its duties, the HR Committee consults the Executive Chair, the President and Chief Executive Officer, the Chief Financial Officer and the Vice President, Legal Affairs and Corporate Secretary.  The HR Committee may also hire and retain, from time to time, the services of external consultants, at its discretion. The HR Committee also reviews various senior management development programs, as well as a succession plan for key positions.

The Corporation also engages with Shareholders with respect to compensation matters in addition to submitting to its Shareholders annually an advisory resolution on Osisko's approach to executive compensation.  The HR Committee assesses the compensation structure on an annual basis in order to ensure that it is aligned with Shareholders' interests.

Composition of the Human Resources Committee

The HR Committee is currently comprised of the following four directors: Mr. Pierre Labbé (Chair), Mr. Christopher Curfman, Ms. Joanne Ferstman and Ms. Candace MacGibbon, all of whom are independent as defined under Regulation 52-110.

Relevant Education and Experience of Members of the HR Committee

The Board recognizes the importance of appointing independent, knowledgeable and experienced members to the HR Committee, who have the necessary background in executive compensation and risk management to fulfill the HR Committee's duties and responsibilities. All members of the HR Committee have extensive experience as described in the directors' biographies outlined previously. Specifically, they bring the following experience and skills set to the HR Committee:

Work Performed by the Human Resources Committee

The following summarizes the work highlights performed by the HR Committee in relation to the 2020 - 2021 exercise:

Compensation Matters

• Reviewed the organizational structure of the Corporation, including the hiring of executives;
• Reviewed the Corporation's compensation philosophy;
• Reviewed and recommended to the Board of Directors the approval of the 2021 corporate objectives under the short-term incentive program. The HR Committee monitored the performance against these objectives and in early 2022, conducted a detailed review of the achievements of the executives, and recommended the annual payout;
• Reviewed and recommended the approval of the 2021-2023 long-term objectives for the 2021 RSU grants;
• Reviewed and recommended the approval of the annual 2021 long-term grants (options and RSUs) pursuant to the long-term incentive program;
• Reviewed and recommended the approval of changes to outstanding options and RSUs originally granted to employees of the Corporation who were transferred to Osisko Development Corp. as part of the reverse takeover bid transaction concluded in November 2020;
• Reviewed and amended the policy on the prevention of psychological and sexual harassment in the workplace and the handling of complaints;
• Reviewed and amended the policy on recovery of incentive compensation;
• Reviewed the Corporation's equity plans and amended the RSU plan ("RSU Plan") in order to provide for the granting of RSUs to independent consultants;
• Reviewed and amended the employment agreement of the President and Chief Executive Officer;
• Retained the services of Hugessen Consulting Inc. ("Hugessen") to assist the HR Committee in reviewing the compensation of the Executive Chair and in determining the Corporate Objectives under the 2021 Short-term incentive program and the 2021 Long-Term Incentive Program;
• Monitored the long-term incentive programs (options and RSUs), including the performance against established objectives which thereafter led to the recommendation of the 2018 performance-based RSU payout;
• Reviewed and recommended the approval of the 2021 annual grants of DSUs to non-executive directors;
• Reviewed the 2021 voting results for the advisory resolution on executive compensation ("Say-on-Pay");
• Monitored development in talent management, remuneration practices and governance related thereto; and
• Reviewed and assessed the performance of the Executive Chair and President and Chief Executive Officer.

Governance and Administrative Matters

• Reviewed the Charter of the HR Committee and approved the Annual Work Program; and
• Reviewed and recommended to the Board to approve the compensation disclosure contained in the Circular.

Succession Planning

The Committee regularly meets the Management of the Corporation. During these meetings, the members of the HR Committee have the opportunity to evaluate potential successors to senior Management. In addition, the HR Committee monitors training and development programs of Management.

compensation discussion and analysis

The compensation philosophy of the Corporation is based on providing a highly competitive base salary, along with short and long-term incentives that payout on the achievements of key performance and strategic goals, which will create value for Shareholders and other stakeholders over the long-term.

The year 2021 marked the first full year of Mr. Sandeep Singh's role as President and Chief Executive Officer of the Corporation.  Mr. Singh had been appointed at the end of 2019 as President of Osisko.  He works closely with a rejuvenated executive team that saw a number of changes in 2020 and 2021, including departures and transfers of executives to Osisko Development as well as hiring and internal promotions.

In November 2020, Osisko completed a spin out of its mining assets to Osisko Development, which is a public company trading on the TSX Venture Exchange.  As of December 31, 2021, the Corporation held 75.1% of Osisko Development.

Accordingly, despite the fact that the compensation of the executive officers of Osisko Development is reviewed by the human resource committee and approved by the board of directors of Osisko Development, it remains a subsidiary of the Corporation and the compensation of certain of the executives of Osisko Development must be included in this Circular as per applicable regulatory requirements.

Notwithstanding the foregoing and in order to provide a more relevant overview of the actual compensation attributable to the Corporation, Osisko is also disclosing the compensation of two additional executives, including an executive of its wholly owned subsidiary Osisko Bermuda Limited ("OBL").

Based on the foregoing, for purposes of this Circular, named executives ("Named Executives") of the Corporation means, at any time during the most recently completed financial year:

(i) The Corporation's president and chief executive officer;

(ii) The Corporation's chief financial officer and vice president, finance; and

(iii) The three (3) most highly compensated executive officers of the Corporation, including its subsidiaries, other than the chief executive officer and chief financial officer at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year; and

(iv) Two additional executives of the Corporation (including an executive of its wholly owned subsidiary).

Accordingly, during the Corporation's fiscal year ended December 31, 2021, the following individuals were Named Executives of the Corporation and its wholly-owned subsidiary:

- Sean Roosen, Executive Chair of Osisko

- Sandeep Singh, President and Chief Executive Officer of Osisko

- Frédéric Ruel, Chief Financial Officer and Vice President, Finance of Osisko

- Andre Le Bel, Vice President Legal Affairs and Corporate Secretary of Osisko

- Michael Spencer, Managing Director of OBL

Executives of Osisko Development:

- Sean Roosen, in his capacity as Chair and Chief Executive Officer of Osisko Development

- Chris Lodder, President of Osisko Development

- Luc Lessard, Chief Operating Officer of Osisko Development

For the purpose of the following disclosure on compensation and except as otherwise noted:

- "OR Named Executives" will refer exclusively to Messrs. Roosen (in his capacity as Executive Chair of the Board of the Corporation), Singh, Ruel and Le Bel;

- "OBL Named Executive" will refer exclusively to Mr. Spencer;

- "ODV Named Executives" will refer exclusively to Messrs. Roosen (in his capacity as Chair and Chief Executive Officer of Osisko Development), Lodder and Lessard; and

- "Named Executives" will refer to the seven individuals referred to above. 

For more information on the compensation of Messrs. Roosen (in his capacity as Chair and Chief Executive Officer), Lodder and Lessard, we refer you to the management information circular of Osisko Development dated March 24, 2022 filed on SEDAR at www.sedar.com ("ODV Circular").

Osisko:

In establishing the compensation programs for the OR Named Executives, the HR Committee monitors compensation trends within the mining industry and seeks input from external advisors as required and may also conduct comparative studies. The HR Committee also monitors Shareholders' feedback on compensation, including the results of the annual advisory vote on compensation received from Shareholders.  One of the key responsibilities of the HR Committee is to ensure that such compensation will allow the Corporation to attract and retain senior individuals to develop and execute the strategic plan of the Corporation to maximize Shareholder value.

The HR Committee monitors and reviews the inherent risks related to the compensation program.  To date, the Corporation has generally been able to attract and retain Management talent to develop and execute its value creation plan.

The Corporation advocates a team approach for the short and long-term incentive compensation of the OR Named Executives given the small nature of the team and the transactional nature of the Corporation's business model. Performance monitoring of Named Executives since 2014 has confirmed the validity of this approach. Based on the recommendation of the HR Committee, the Board of Directors approves the corporate objectives for OR Named Executives of the Corporation.

2021 was Mr. Singh's first full year as the President and CEO of Osisko and his target compensation was deemed to be appropriate in this capacity at the time of his promotion. In February 2021, the HR Committee decided that no compensation adjustments would be made to the target compensation of the OR Named Executives, other than Mr. Roosen, as noted below.

OBL:

Given the size of OBL, it does not have a human resource committee; all matters relating to the company are managed by the OBL board of directors.  The OBL board approves all hiring and compensation matters.

Osisko Development:

The human resource committee of Osisko Development assumes for the executives of Osisko Development, the same function as the HR Committee of the Corporation.  The human resource committee may also hire and retain, from time to time, the services of external consultants, at its discretion. The human resource committee also reviews various senior management development programs, as well as a succession plan for key positions at Osisko Development.

Note on Executive Chair Compensation

With regards to the compensation of Mr. Roosen, the human resources committees of each of the Corporation and Osisko Development (the "Committees") acted jointly in the second quarter of 2021 to determine the respective compensation of Mr. Roosen as Chief Executive Officer and Chair of Osisko Development, and Executive Chair of the Corporation.

The Committees, with the assistance of Hugessen, discussed and evaluated the guiding compensation principles based on his responsibilities and commitment to both entities.  They considered the unique circumstances and range of roles encompassed by the title of Executive Chair of the Corporation and Chief Executive Officer and Chair of Osisko Development, and recognized that these roles are not as readily benchmarked in the typical manner given their more strategic responsibilities.

In addition, the Committees reviewed the long-term and short-term compensation benefits, discussed Mr. Roosen's pay target as Executive Chair of the Corporation and reviewed benchmarking of pay components of the following peer group of companies: Alamos Gold Inc., Centerra Gold Inc., Eldorado Gold Corporation, Hudbay Minerals Inc., IAMGOLD Corporation, Lundin Gold Inc., Maverix Metals Inc., Pretium Resources Inc., Royal Gold, Inc., Sandstorm Gold Ltd., SSR Mining Inc. and Wesdome Gold Mines Ltd.

The Committees concluded that it was appropriate to adjust the target compensation of Mr. Roosen, including his base salary and long-term compensation. Historically, Mr. Roosen's long-term compensation at Osisko was reduced by an amount equal to that received from investee companies for non-executive directorship roles. Reflecting his new roles, Mr. Roosen's base salary was set as follows:

- as Chair and Executive Officer of Osisko Development, his base salary was set at $525,000; and

- as Executive Chair of the Corporation, his base salary was set at $400,000 as reflected in the Summary Compensation Table.

Independent Compensation Consultants

The HR Committee receives detailed compensation analysis from Management on various companies from the mining sector in order to ensure the continued market competitiveness of the compensation of the OR Named Executives. In the second quarter of 2021, the HR Committee mandated Hugessen to conduct a review and analysis of the Executive Chair's compensation.

2021 Compensation Advisory Fees

The following table summarizes compensation consultant advisory fees related to OR Named Executives incurred by the Corporation in 2021 and in 2020:

Compensation Comparator Group

In order to allow the members of the HR Committee to proceed with a review of the compensation of the OR Named Executives, Management and the HR Committee's advisor may collect compensation information from management information circulars of a number of peer companies or consult other sources of information for compensation decision-making purposes. Outlined below are the fourteen publicly-traded Canadian companies that comprise the 2021 peer group ("Peer Group"). The peers were selected based on criteria that included company size (market capitalisation) and industry (mining / mining royalty business). Revenue is viewed as a less directly relevant metric when comparing mining royalty to mining operating companies.  For the financial year 2021, except for the purpose of reviewing the target compensation of the Executive Chair of the Corporation, the HR Committee did not use the Peer Group for executive pay decision-making (as no target pay modifications were provided to other OR Named Executives).

Compensation Policy

Osisko and OBL:

As is typical in the mining industry, the Corporation's executive compensation policy is comprised of a combination of cash, stock option grants and RSU grants to OR Named Executives and OBL Named Executive.

Components of the Compensation Program

The combination of base salaries, annual incentive, option grants and RSU grants (which are full value phantom shares, payable in cash or in Common Shares, at the Corporation's discretion, as at the end of the three-year vesting period), is intended to ensure alignment of the interest of the executive team with that of Shareholders of the Corporation by focusing on long-term growth and to attract and retain talent in a competitive employment market. Grant of options and RSUs to OR Named Executives and OBL Named Executive are made on an annual basis, at a moment deemed appropriate by the HR Committee (or, in case of the OBL Named Executive, by the OBL board of directors). Annual incentive, option grants and RSU grants (timed-based and performance-based) represent the value at risk portion of the total compensation of each OR Named Executive and OBL Named Executive.

For any grant, options vest as to one third of the total grant at each of the first three anniversaries of such grant, unless otherwise decided by the HR Committee (or, in case of the OBL Named Executive, by the OBL board of directors), as provided for in the Stock Option Plan. RSU grants are generally subject to the following vesting terms: one half (1/2) is time-based and vests on the third anniversary of such grant while the remaining half (1/2) performance RSUs, which also vests on the third anniversary of such grant, is subject to the achievement of approved long-term objectives over a three-year period (as more thoroughly described below under the heading "Long-Term Incentive Compensation"). The HR Committee considers that such performance criteria improves the alignment of grant recipients with the Corporation's Shareholders' interests and further promotes value creation.

Options and RSUs also enable the Corporation to balance the ratio of long-term to short-term compensation to levels commensurate with mining industry and mining royalty companies and to enhance OR Named Executives' and OBL Named Executive's alignment with value creation for the Corporation's Shareholders. The Stock Option Plan, RSU Plan and the DSU Plan are further described under the heading "Long-Term Incentive Compensation" below.

Osisko Development:

Osisko Development's executive compensation policy is also comprised of a combination of cash, option grants and restricted share unit grants to ODV Named Executives in order to attract and retain skilled individuals to achieve the long-term strategy of Osisko Development.

Further details can be found in the ODV Circular.

Pay Mix

Osisko and OBL:

Following are the targets for each of the four components of the compensation of the OR Named Executives and OBL Named Executive in comparison to the actual compensation they received for 2021:

NOTE:

(1) The OBL Named Executive, as an expatriate, is entitled to a cost of living subsidy equal to approximately $260,818 as further discussed under the heading Base Salary.

Osisko Development:

Following are the targets for each of the four components of the compensation of the ODV Named Executives and in comparison to the actual compensation they received for 2021:

Management of Compensation Risks

Osisko:

The HR Committee structures the components of the compensation program in order to generate adequate incentives to increase Shareholder value in the long-term while maintaining a balance to limit excessive risk taking.

As part of measures in place to mitigate risk related to compensation structure, the HR Committee establishes the total compensation of the OR Named Executives based on a balanced approach between fixed and variable compensation components. The use of multiple components limits the risks associated with having the focus on one specific component and provides flexibility to compensate short to medium term goals and long-term objectives in order to maximize Shareholder value.

The fixed component of the OR Named Executives' compensation is essentially composed of the base salary, which represents between 20% and 25% of their total compensation. The components forming the remaining 75% to 80% represent the "value at risk" and aim to focus on the achievement of short to long-term objectives and are composed of an annual incentive (100% performance-based on a yearly basis) and annual grants of RSUs (one half of which is performance-based over a 3-year period) and options.

The long-term compensation comprises RSUs and options. The HR Committee believes that its granting and vesting practices provide sufficient incentives to motivate the OR Named Executives in the long-term to increase the overall value of the Corporation and thereby provide an adequate alignment of their interest with those of the Shareholders.

Options granted annually vest over a three-year period and have a five-year term. The HR Committee considers that these characteristics provide sufficient incentives to motivate the OR Named Executives in the long-term to increase the overall value of the Corporation.  Notwithstanding the foregoing, because of the nature of an option, market volatility may result in financial benefit, which may not be strictly related to the performance of the Corporation.  In assessing the component and respective proportion of the elements forming part of the long-term compensation components, the HR Committee has established options at 40% of the long-term incentive and 60% for RSUs (half performance-based) in order to ensure that interests of the OR Named Executives are aligned with those of the Shareholders.

Within the scope of ensuring best practices, the HR Committee adopted formal securities ownership guidelines in 2015, which was revised in 2020 in order to further align the long-term interests of the OR Named Executives to those of the Shareholders.  The revised guidelines provides that the calculation of the minimum shareholding be based on:

(i) the value of the holding on the last trading day of each year; and

(ii) with respect to RSUs, only those which are exclusively subject to time-based vesting shall be used in the determination of the minimum securities ownership.

Additional information on the securities ownership guidelines is provided under the heading "Securities Ownership".

Also, as part of the risks review presented to the Corporation's Audit and Risk Committee, none was related to compensation among all risks identified. As Ms. Joanne Ferstman and Mr. Pierre Labbé are both members of the Audit and Risk Committee and of the HR Committee, they bring their knowledge, experience and insight on risk issues to the HR Committee. Any identified risk related to human resources and compensation of Management are transmitted to the HR Committee which is responsible to follow-up on the implementation of the recommendations according to established priorities. The HR Committee then reports the results back to the Board of Directors.

Based on the review performed in the last financial year, no risks associated with the Corporation's compensation policies and practices that are likely to have a material adverse effect on the Corporation were identified. The HR Committee considers that the procedures and guidelines currently in place to mitigate key risks relating to compensation are adequately managed and do not encourage excessive risk taking that would likely have a material adverse effect on the Corporation. The HR Committee will continue to monitor and review the Corporation's compensation policies and practices annually to ensure that no component of the Named Executives' compensation includes value risk taking.

The compensation components are detailed below. The Corporation has not adopted any retirement plan or pension plan for its directors and officers.

OBL:

As part of measures in place to mitigate risk related to compensation structure, the OBL board of directors establishes the total compensation of the OBL Named Executive based on a balanced approach between fixed and variable compensation components.  Because of the similarities between the compensation program of OBL and that of the Corporation, the Corporation considers that the OBL compensation program does not generate excessive risk taking.

Osisko Development:

The human resource committee of Osisko Development monitors and reviews the inherent risks related to the compensation program in a similar manner as does the HR Committee of the Corporation.

Base Salary

Osisko:

The base salary is the only fixed component of the compensation of the OR Named Executives. The Corporation's policy is to establish base salaries for executive officers that are competitive with relevant salaries paid to executive officers of a comparator group, while recognizing executive officers' experience, competencies and track record of accomplishments and preserving a "team approach" toward remuneration. Salary levels therefore reflect the overall corporate performance of the Corporation, comparative market data and individual performance. The salaries of the OR Named Executives are reviewed and, as applicable, adjusted yearly by the HR Committee considering the overall corporate performance of the OR Named Executives team, the comparator group metrics, and, as applicable, general market conditions and other relevant sources of information.

There was no salary increase for the OR Named Executives in 2021, with the exception of the Executive Chair, who received a salary adjustment following the review and analysis completed by compensation consultants and the members of the HR Committee.

OBL:

The base salary on the OBL Named Executive is established and paid in US dollars. It is the only fixed component of the compensation of the OBL Named Executive and it is established by the OBL board of directors with a view to be competitive, taking into consideration the executive officer's experience, competencies and track record of accomplishments. The salary of the OBL Named Executive is reviewed and, as applicable, adjusted yearly by the board of directors of OBL, taking into account the overall corporate performance of OBL and a variety of other factors including benchmarking against other entities (including the Corporation), general market conditions and other relevant sources of information.

There was no salary increase for the OBL Named Executive in 2021.

In addition to his base salary, the OBL Named Executive is entitled to:

- an annual cost of living subsidy (the "COL Subsidy") equal to approximately $180,594 plus 20% of the OBL Named Executive's total cash compensation. Payment of the COL Subsidy shall be made periodically as per the residential lease agreement of the OBL Named Executive.

Osisko Development:

The disclosure made above for Osisko is applicable to Osisko Development.  As noted above, the base salary of Mr. Roosen as Chair and Chief Executive Officer of Osisko Development was set at $525,000 to take into account his new role and responsibilities and is paid by Osisko Development.

Annual Incentive Compensation

Osisko:

The HR Committee believes that long-term growth of value for Shareholders is derived from the execution of short and long-term approved strategic initiatives.

The annual incentive program for the OR Named Executives is based on their performance as a team against corporate objectives approved by the Board of Directors. Bonuses are paid in full following awards approved by the Board of Directors, based on the recommendation of the HR Committee. The target for annual incentive compensation for OR Named Executives has been contractually established at 100% of their respective base salary.  However the objectives adopted in connection with the 2021 annual incentive compensation provided for hurdle rates which could result in payment ranging from 0% to a maximum of 200%, depending on the assessment of the achievement as determined by the Board of Directors, which retains full discretion in assessing such achievement. In addition, the Board may also factor in individual achievement, if warranted. For greater certainty, annual incentive compensation does not represent a guaranteed compensation for the OR Named Executives as the determination of the performance relating to such compensation remains the sole prerogative of the Board of Directors who can decide not to pay any bonus to any OR Named Executive.

As part of its duties and responsibilities and in conjunction with year-end assessments, the HR Committee reviews the realization of the Corporation's objectives and meet with Management to discuss and consider each element contained in the corporate objectives. The HR Committee also meets in camera to discuss this matter.

The Corporation's 2021 short-term key objectives (the "2021 Key Objectives") consist of elements included in the following four main criteria: (i) Performance; (ii) Financial; (iii) Portfolio Management; and (iv) ESG.  These criteria are either quantitatively assessed or have meaningful objective criteria reviewed by the HR Committee.

The following is a summary of achievements in respect of the 2021 Key Objectives, with further details provided in the table that follows.

1. Relative Performance

In 2021, the Corporation's share price decreased by 2.4% during the year, while its Performance Index median (composed of 7 royalty companies, the S&P Global Gold Index, gold price and silver price) decreased by 6.5%. Although the Corporation outperformed its Performance Index performance by 4.1%, given that the share price declined during the year, performance was assessed at "Target" level (i.e. 100% of the target).

2. Financial

(a) Improving Cost Structure

For the cost metric, the objective was to manage and reduce the Corporation's general and administration ("G&A") costs per gold equivalent ounces ("GEOs") produced by 10% compared to the previous year.  In 2021, these costs were reduced from $342 per GEO to $284 per GEO, representing a 17% decrease (or 19% on a cash only basis). This target was achieved at 200%.

(b) Balance Sheet

For the balance sheet metric, the objective was to maintain a strong balance sheet and reduce net debt.  As part of this component, the Corporation repaid a $50.0 million convertible debenture and drew the credit facility by the same amount, thereby reducing the interest rate payable by approximately 1.5% per annum and the Corporation also amended its credit facility and increased the principal amount by $150 million to $550 million, with an additional uncommitted accordion of up to $100 million. This target was partially achieved at 50%.

3. Portfolio Management

Through 2021, Management focused on maximizing the value of its equity book (including monetization alternatives) and the potential restructuring of certain underperforming assets (namely the Renard and Amulsar streams).  Some progress was achieved in terms of the restructuring of assets but there was no monetization of the Corporation's equity book. This criteria was achieved at 40% of target.

4. Environment, Sustainability and Governance ("ESG")

In April 2021, the Corporation delivered its inaugural ESG report and continued to improve its ESG related disclosure and communication with shareholders and stakeholders.

The Corporation improved its Sustainalytics ESG rating from 21.9 to 15.3, therefore moving from a medium to low risk company.  The Corporation was also designated as a top performer in 2021 and maintained its MSCI ESG "A" rating. 

In addition, the Corporation invested in a partnership with Carbon Streaming Corporation and joined the UN Global Compact. These criteria were achieved at 150% of target.

Assessment of 2021 Key Objectives by the HR Committee

The 2021 Key Objectives were approved by the Board of Directors, upon recommendation of the HR Committee. Such objectives provided for hurdle rates, which could result in payment ranging from 0% to a maximum of 200%, depending on the assessment of the achievement of approved objectives by the Management team. The HR Committee reviewed Management's assessment of the 2021 achievements against the Corporation's objectives (Management's proposed payout had also been discussed between Management and Hugessen to ensure its appropriateness), discussed with Management and Hugessen and thereafter, the HR Committee met in camera to discuss and consider the payout under the short-term incentive program.

The HR Committee provided its recommendation to the Board, which also deliberated with the presence of senior members of Management and approved the following assessment of the 2021 Key Objectives set forth below:

The HR Committee also assessed the Executive Chair and the President and Chief Executive Officer's performance for 2021 and determined the respective achievements at 102.5% in keeping with the "team approach" philosophy of the Corporation.

The annual incentive award received by Messrs. Roosen, Lodder and Lessard in their capacity as Chair and Chief Executive Officer, President and Chief Operating Officer of Osisko Development, was solely determined by the board of directors and human resources committee of Osisko Development. Compensation under the short-term incentive program is discussed in the ODV Circular dated March 24, 2022.

The Board reviewed and discussed the recommendation of the HR Committee for the OR Named Executives, including for the Executive Chair and the President and Chief Executive Officer and approved the following payment of the annual incentive award to the OR Named Executives, for the financial year ended December 31, 2021, which payment takes into account the individual performance factor recommended by the HR Committee:

NOTE:
(1) Compensation paid in 2020 for all OR Named Executives was determined by the HR Committee of the Corporation.

OBL:

Given the size of OBL, it does not have a human resource committee; all matters relating to the company are managed by the OBL board of directors.  The board of directors of OBL approves the corporate objectives and monitors and assesses the achievement thereof through the year and at year-end. Such objectives include the following metrics: growth, portfolio management, corporate and operational efficiency, corporate responsibility and return on equity.

For 2021, the OBL board of directors concluded, after assessment of achievements made by the company, that such objective had been achieved at a rate of 105%.  The OBL board of directors approved the following payment of the annual incentive award to the OBL Named Executive, for the financial year ended December 31, 2021:

Osisko Development:

The 2021 short-term objectives of Osisko Development were approved by the board of directors upon recommendation of the human resource committee. Such objectives included financial, project development and ESG-related performance metrics.  The annual incentive could result in payment ranging from 0% to a maximum of 200%, depending on the assessment of the achievement of approved objectives by the management team of Osisko Development.  The human resource committee monitored the progress made by management toward achieving said objectives. The human resource committee reviewed achievements against Osisko Development's objectives, discussed with management and thereafter, the human resource committee met in camera to discuss and consider the payout under the short-term incentive program. 

The human resource committee provided its recommendation to the board of directors and determined that Osisko Development had achieved its 2021 short term objectives at a rate of 65% of target (including a 2.5% premium for the COVID-19 related risks).

The board of directors approved the following payment of the annual incentive award to the ODV Named Executives, for the financial year ended December 31, 2021:

NOTE:

(1) Compensation paid in 2020 for all ODV Named Executives was determined by the HR Committee of the Corporation as Osisko Development was formed in November 25, 2020 and had not approved any corporate objective.  The 2020 compensation shown in the table reflect the fact that all ODV Named Executives were actually employed and paid by the corporation up to December 31, 2020.

Long-term Incentive Compensation

Osisko and OBL:

The Corporation's long-term compensation program ensures the alignment of the OR Named Executives and the OBL Named Executive with Shareholders and other stakeholders in the value creation process. The long-term incentive compensation provides an effective retention measure for key senior executives. The establishment of a balance between short and long-term incentive compensation is essential for the Corporation's sustained performance, including its ability to attract, motivate and retain a pool of talented executives in a very competitive employment market. To achieve this balance and to complement the existing Stock Option Plan, the Corporation adopted an Employee Share Purchase Plan and a RSU Plan.

The targeted quantum of the long-term component of the OR Named Executives' and OBL Named Executive compensation as a percentage of their total compensation is identified below, however such percentage remains subject to a review by the HR Committee and, as applicable, the board of directors of OBL:

The Stock Option Plan, the Employee Share Purchase Plan, the RSU Plan and the DSU Plan are hereinafter collectively referred to as "Osisko's Long-Term Incentive Plans".

The HR Committee manages Osisko's Long-Term Incentive Plans with full authority. The HR Committee considers ad hoc and annual grants of options, RSUs and DSUs based on recommendations made by the Executive Chair of the Board and the President and Chief Executive Officer from time to time, for participants other than themselves. The HR Committee, in turn, considers such recommendations and, as appropriate, makes recommendations to the Board of Directors, including any awards to the Executive Chair of the Board and the President and Chief Executive Officer. In reviewing Management's recommendation relating to grants under the Long-Term Incentive Plans, the HR Committee and the Board of Directors may take into account past grants, in consideration for assuming an executive role. In the case of grants to the OBL Named Executive, the HR Committee and the Board of Directors act on the recommendation for the OBL board of directors.

Options

In 2020, the Shareholders of the Corporation re-confirmed the Stock Option Plan, which was initially approved in 2014, allowing for the grant of options to officers and employees of the Corporation and its subsidiaries, designated by the Board of Directors, at its entire discretion, to align their interest to those of Shareholders.

Options are granted by the Board of Directors based on recommendations made by the Executive Chair of the Board and the President and Chief Executive Officer from time to time (and, in the case of grants to the OBL Named Executive, on the recommendation of the OBL board of directors), except in respect of grants to themselves. The total number of options issued over the past years to an employee may be taken into consideration but does not have a material impact on the number of options to be granted to said employee, except for same year grants, if any. For 2021, except for Mr. Roosen who is the Chair and Chief Executive of Osisko Development (and is accordingly paid by Osisko Development for these duties) and Mr. Le Bel who also hold executive positions with Falco Resources Ltd. and Osisko Development (and for which the Corporation charges back his compensation to said companies), no OR Named Executive nor the OBL Named Executive assumed any executive role in any associate company.

Options may be granted at an exercise price determined by the Board but shall not be less than the closing market price of the Common Shares of the Corporation on the TSX on the day prior to their grant. No participant shall be granted an option which exceeds 4% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option. The number of Common Shares issued to insiders of the Corporation within one year and issuable to the insiders of the Corporation at any time under the Stock Option Plan or combined with all other share compensation arrangements, cannot exceed 10% of the issued and outstanding Common Shares.  The duration and the vesting period are determined by the Board. However, the expiry date may not exceed seven years after the date of grant. To date, all grants are set to expire five years after the date of grant, with the exception of the Initial options granted to Mr. Sandeep Singh, as part of his 2019 hiring grant, which have a term of seven (7) years.

The tables below provide additional information on the Stock Option Plan, RSU Plan and DSU Plan for the relevant financial years.

Burn Rate - Options

NOTE:

(1) Burn Rate: means the total number of options granted in a year divided by the weighted average number of Common Shares for the applicable fiscal year.

Overhang - Options

NOTE:

(1) Overhang: means the number of options available to be granted, plus the number of options granted but not exercised divided by the weighted average of the number of Common Shares for the applicable fiscal year.

Burn Rate - RSUs

NOTE:

(1) Burn Rate: means the total number of RSUs granted in a year divided by the weighted average number of Common Shares for the applicable fiscal year.

Burn Rate - DSUs

NOTE:

(1) Burn Rate: means the total number of DSUs granted in a year divided by the weighted average number of Common Shares for the applicable fiscal year.

The terms and conditions of the Stock Option Plan are more specifically addressed under the heading "Security-Based Compensation Arrangements" below.

Restricted Share Units (RSUs)

The purpose of the RSU Plan is to assist the Corporation in attracting and retaining individuals with experience and ability, to allow certain employees of the Corporation and its subsidiaries designated at the HR Committee's discretion, to participate in the long-term success of the Corporation and to promote a greater alignment of interests between the employees designated under this RSU Plan and those of Shareholders.

The vesting of half of each annual RSU grant are subject to performance criteria unless otherwise determined by the HR Committee, all annual RSU grants are subject to the following vesting terms: one half (1/2) is time-based and will vest on the third anniversary of such grant; the remaining portion (1/2) will also vest on the third anniversary of such grant but is subject to performance criteria approved by the HR Committee and the Board of Directors (or, in the case of the OBL Named Executive, by the OBL board of directors).  For greater certainty, settlement of performance based RSUs granted as part of the annual long-term incentive compensation does not represent a guaranteed compensation item for the OR Named Executives or the OBL Named Executive as the determination of the performance relating to such RSU grant remains the sole prerogative of the Board of Directors (or the OBL board of directors, as applicable).  It should be noted that, as part of his 2019 hiring terms, Mr. Singh was granted 225,000 Initial RSUs, including 75,000 RSUs the vesting of which was subject to the acquisition of 75,000 Common Shares of the Corporation; such RSUs have vested on January 14, 2020.  The balance of 150,000 Initial RSUs, vests in three equal tranches over three years; the second tranche vested on December 31, 2021 and the final tranche will vest on December 31, 2022.

The HR Committee believes that performance criteria attached to part of the annual RSU grant improves the alignment of RSU recipients with those of Shareholders of the Corporation and promotes sustainable growth and value creation and the achievement of key long-term corporate objectives. The HR Committee monitors the achievement of these performance criteria on a regular basis.

Whenever dividends are paid in Common Shares, additional RSUs are automatically granted to each participant who holds RSUs on the record date for such dividend. Following the vesting date, RSUs are settled, at the discretion of the Corporation, in Common Shares, in cash (in which case for an amount equivalent to the product of the number of vested RSUs multiplied by the closing price of a Common Share on the TSX on the day prior to the payment date) or a combination of both Common Shares and cash, less applicable withholdings.

The HR Committee may, at its entire discretion, accelerate the terms of vesting of any outstanding RSU in circumstances it deems appropriate. In the event of a change of control as defined in the RSU Plan, all RSUs outstanding on the change of control date become immediately vested, irrespective of performance conditions, if any.

Unless otherwise determined by the Board of Directors (or, in the case of the OBL Named Executive, by the OBL board of directors), in the event a participant resigns or is terminated by the Corporation (or OBL, as applicable) for cause, all outstanding RSUs are cancelled. As for those participants who cease to be an employee as a result of death, termination without cause, retirement or long-term disability, the vesting of:

• the time-based component portion of each RSU grant will be prorated based on the sum of the number of days during which certain benefits of employment are contractually maintained and those actually worked from the date of grant of such RSUs up until the date of termination without cause, over the number of days of the original vesting schedule in relation to such grant; and

• all performance based RSU grant will be prorated based on the number of days actually worked from the date of grant of such RSUs up until the date of termination without cause, over the original vesting schedule in relation to such grant; the number of vested performance based RSUs resulting from such prorated calculation is multiplied by the performance percentage to be determined by the Board of Directors.

The value of RSU grants are based on recommendations made by the Executive Chair of the Board and the President and Chief Executive Officer (or, in the case of the OBL Named Executive, by the OBL board of directors), except in respect of grants to themselves, and the closing price of a Common Share on the TSX on the day prior to the grant date.

In connection with the 2018 grant of RSUs, the 3-year performance long-term objectives (the "2018 Long-Term Objectives") approved by the HR Committee included production growth, performance criteria and strategic metrics.

The HR Committee has been monitoring the achievement of the 2018 Long-Term Objectives for the last three years and in May 2021 assessed performance against said objectives.  To this end, Management presented to the HR Committee its assessment of the Corporation's achievements pursuant to the 2018 Long-Term Objectives as follows:

(i) Increase in net asset value per share

Management outperformed the performance target that was approved.  The actual increase over the period exceeded the target by approximately 100% (using normalized commodity prices).  This objective was met.

(ii) Increase revenues to equivalent of 184,000 ounces of gold

The Corporation gold equivalent ounces ("GEO") earned remained relatively flat from 80,553 GEOS in 2018, to 78,006 GEOs in 2019, and 67,867 GEOS in 2020 (due to COVID-19 related stoppages in production). This objective was not met.

(iii) Increase operating cash flow to $218 million annually

The Corporation's operating cash flow increased from $82.2 million in 2018 to approximately $155 million at the time of assessment (representing approximately 70% of the objective), which reflects the annualized average of the last quarters (post COVID-19 interruptions) and the 2021 budget expectations.  This objective was partially met.

(iv) Enhance/realize investment portfolio by 20% and develop accelerator business

As part of this approved criteria, the Corporation continued to invest and mature the accelerator investment model. Most of the royalty and stream investments generated from the Corporation's accelerator business model have a high-implied return. The portfolio of equity investments generated realized and unrealized gains of $101 million, representing a 21% increase in value.  This objective was met.

(v) Provide superior returns to Gold Index and Peers

During the period encompassed between June 30, 2018 and March 31, 2021, the share price of the Corporation increased by 11% while the TSX gold index and our peer index increased by 43% and 55% respectively.  This objective was not met.

(vi) Maintain sound financial position

The Corporation maintained strong financial flexibility over the reference period to pursue its growth strategy. In November 2020, the Corporation spun out Osisko Development to focus on the Cariboo gold project, which in turn was able to raise over $250 million to advance its assets.

The Corporation swapped a number of equity positions for Common Shares of the Corporation held Orion Resource Partners, since 2017. Such Common Shares were subsequently cancelled.

In September 2019, the Corporation increased its credit facility by $50 million, with an additional uncommitted accordion of up to $100 million.

The Corporation concluded a private placement of $85 million with Investissement Québec ("IQ") in April 2020, during the initial phase of the COVID-19 pandemic and repaid the $50 million convertible debenture with IQ using the credit facility at a lower interest rate. 

This objective was met.

(vii) Leadership in sustainability

The Corporation continued to participate in an advocacy role for the mining industry through representation in various associations (Association de l'Exploration Minière du Québec, Association Minière du Québec), Fédération des chambres de commerce du Québec.

The Corporation implemented an ESG Committee at the Board level and released its inaugural ESG report in 2021.  In March 2021, the Corporation joined the UN Global Impact and invested in and partnered with Carbon Streaming Corporation, a company focused on acquiring streams that offer other environmental co-benefits and benefits for Communities in order to provide its investors with high quality and diversified portfolio of carbon credits for exposure to long-term price appreciation.

The Corporation continues to maintain an open dialogue with host communities and governments in order to ensure success of mining enterprises.  It also participated in Québec's Plan Nord initiatives and to the Fonds Restor-Action Nunavik.

The Corporation supports various charities and community organizations including the Canadian Mineral Education Industry Foundation, and assumed leadership of the foundation and administrative services. For the last three years, approximately 250 of scholarships were awarded.

This objective was met.

Assessment of 2018 Long-Term Objectives by the Committee

The 2018 Long-Term Objectives were approved by the Board of Directors in 2018, upon recommendation of the HR Committee. The HR Committee regularly monitored the progress made by Management toward achieving said long-term objectives. As part of its duties and responsibilities and in conjunction with the end of period assessment, the HR Committee reviewed and discussed with Management the assessment of achievements against the Corporation's 2018 Long-Term Objectives.  Following such review and taking into account Management's self-assessment, the HR Committee recommended an achievement score of 75% of target. This included a calculated result of 67% of target, which was increased to 75% of target to reflect additional challenges faced, and overcome, by Management relating to the COVID-19 pandemic.

Upon recommendation of the HR Committee, the Board of Directors deliberated and concurred with the HR Committee and approved the assessment of the 2018 Long-term Objectives at 75% as evidenced below.  These RSUs were settled in Common Shares of the Corporation.  The portion of the RSUs that is time based (representing 50% of the 2018 grant) is paid in full upon vesting.  All RSUs are paid in Common Shares of the Corporation taking into account the applicable tax withholdings so that the Corporation issues only such number of Common Shares the value of which equals the net amount to be received by the Named Executives.

Based on the foregoing, the Board (and, in the case of the OBL Named Executive, the OBL board of directors) approved the following payment in connection with the 2018 Long-Term Incentive Award to the Named Executives.  These RSUs were settled in Common Shares at the settlement date based on the closing market price of the Common Shares of the Corporation traded on the TSX on the day prior to the settlement date.  The Board met on May 11, 2021 to determine the payout of the performance-based RSUs; all RSU vested on May 14, 2021 and, accordingly, as per the terms of the RSU Plan, these RSUs were settled in Common Shares of the Corporation, taking into account mandatory withholdings, at a price of $16.10 per RSU, being the closing market price of the Common Shares of the Corporation traded on the TSX on May 13, 2021, being a business day prior to the vesting/settlement date.

NOTES:

(1) Adjusted to take into account dividends paid since the grant as per the terms of the RSU Plan.

(2) Represents the total gross value of the payout of the 2018 Long-Term Incentive Award.

(3) Represents the number of Common Shares issued taking into account the net value of the payout of the 2018 Long-Term Incentive Award for each Named Executive after applicable withholdings and dividing such value by the value of the Common Shares as of the settlement date.

(4) At the time of the award, Mr. Sandeep Singh was not an executive officer of the Corporation.

(5) At the time of the award, Mr. Chris Lodder was an executive officer of Barkerville Gold Mines Ltd. ("Barkerville"), which was at the time publicly held.

(6) Mr. Luc Lessard received RSUs as an executive officer of the Corporation at the time and kept such RSUs when he transferred to Osisko Development.

The terms and conditions of the RSU Plan are more specifically addressed under the heading "Security-Based Compensation Arrangements" below.

Osisko Development:

Osisko Development's long-term compensation program also includes options and restricted share units to ensure the alignment of the ODV Named Executives with shareholders and other stakeholders of Osisko Development in the value creation process. The long-term incentive compensation of Osisko Development provides similar benefits to Osisko development as those of the Corporation do for Osisko.

The targeted quantum of the long-term component of the ODV Named Executives' compensation as a percentage of their total compensation is identified below, however such percentage remains subject to a review by the human resource committee of Osisko Development:

The stock option plan and the, employee share purchase plan, the restricted share units plan and the deferred share units plan of Osisko Development are further described in the ODV Circular.

ODV has granted timed-based restricted share units to the ODV Named Executives at the end of 2020 as an initial grant and made its 2021 annual grant of restricted share units.  The vesting of half of the 2021 annual restricted share units grant are subject to performance criteria, which have yet to be adopted by the board of directors of Osisko Development. All annual restricted shares units grants are subject to the following vesting terms: one half (1/2) is time-based and will vest on the third anniversary of such grant; the remaining portion (1/2) will also vest on the third anniversary of such grant but is subject to performance criteria approved by the human resource committee and the board of directors of Osisko Development.  For greater certainty, settlement of performance based restricted shares units granted as part of the annual long-term incentive compensation does not represent a guaranteed compensation item for the ODV Named Executives as the determination of the performance relating to such restricted shares units grant remains the sole prerogative of the board of directors of Osisko Development. 

In addition, as regards those employees that were transferred from Osisko to Osisko Development with effect as of January 1^st, 2021, some of these employees held RSUs that had been issued by Osisko.  Given that, after their transfer to Osisko Development, these employees had no further direct ties or impact on the performance of Osisko, the board of directors of Osisko Development and the Board of Directors of the Corporation agreed to cancel part of the Osisko RSUs held by such employees and to issue an equivalent value of restricted share units of Osisko Development to said employees in replacement of these cancelled Osisko RSUs.  Such replacement restricted share units of Osisko Development issued to said employees were time-based only and their vesting schedule was kept the same as the vesting schedule of the original Osisko RSUs. 

Accordingly, the following ODV Named Executives were issued the following number of restricted shares units of Osisko Development in replacement for cancelled Osisko RSUs:

Such one-time grant by Osisko Development was made in replacement of one or more RSU grant made by Osisko and should not be considered as additional compensation paid by Osisko Development to Messrs. Lessard and Lodder.

No restricted share units issued by Osisko Development to date have vested.

Deferred Share Units (DSUs)

The DSU Plan has been established to enhance the Corporation's ability to attract and retain talented individuals to serve as members of the Board of the Corporation and its subsidiaries and to promote for greater alignment of interests between such persons and the Shareholders of the Corporation.

Pursuant to the DSU Plan, the Board of Directors may designate, from time to time and at its sole discretion, the non-executive directors of the Board or of the board of directors of a subsidiary to become participants of the DSU Plan.

In order to further improve alignment of interests between directors and Shareholders, the Board of Directors can determine the vesting of any DSU so granted.  In principle, all DSUs granted to non-executive directors shall vest on the day prior to the next annual meeting of Shareholders following such grant however, if the next annual meeting is to be held in less than 6 months from the date of grant, the Board will usually postpone the vesting of such DSU to the day prior to the annual meeting of Shareholders following the next annual meeting of Shareholders.

Vested DSUs become payable no later than the last business day in December of the first calendar year commencing after the termination of their Board mandate. Vested DSUs are settled at the settlement date, at the Corporation's discretion, in Common Shares, in cash (for an amount equivalent to the product of the number of vested DSUs multiplied by the closing price of a Common Share on the TSX on the day prior to the payment date) or in a combination of cash and Common Shares, in each case, less applicable withholdings.

For U.S. based Directors, vested DSUs become payable during the year after the termination of their Board mandate or the next subsequent year, as determined by them at the time of the respective grant, but no later than the last business day in December of the first calendar year commencing after the termination of their mandate.

DSUs may only be awarded to non-executive directors.

The Board approved amendments to the DSU Plan on April 1^st, 2022.  The amendments to the DSU Plan are further discussed under the heading "APPROVAL OF AMENDMENTS TO THE DEFERRED SHARE UNIT PLAN AND APPROVAL OF THE UNALLOCATED RIGHTS AND ENTITLEMENTS UNDER THE PLAN".

Employee Share Purchase Plan

In 2015, the Board of Directors of the Corporation approved an employee share purchase plan to encourage eligible employees ("Eligible Employees") to hold, on a permanent basis, Common Shares. Under the Employee Share Purchase Plan, the Corporation contributes an amount equal to 60% of the Eligible Employee's contribution then held in trust by the Corporation. The Eligible Employee's contribution shall be of a minimum of $100 monthly but shall not exceed in any event 10% (unless otherwise provided by the committee authorized to oversee the Employee Share Purchase Plan) of the Eligible Employee's basic annual remuneration (exclusive of any overtime pay, bonuses or allowances of any kind whatsoever) before deduction and shall be subject to a maximum contribution of $1,250 per month. The terms and conditions of the Employee Share Purchase Plan are more specifically addressed under the heading "Security-Based Compensation Arrangements" below.

Benefits

The Corporation's executive officers benefit program includes life, medical, dental and disability insurance, outplacement services (in case of termination without cause, including as a result of a change of control) and other benefits. Such benefits are designed to be competitive with other comparable Canadian enterprises.

Hedging

The Securities Trading Policy of the Corporation forbids directors and officers from using any strategy relating to or to use derivative instruments in respect of securities of the Corporation, including purchasing financial instruments that are designed to hedge or offset a decrease in market value of the securities of the Corporation.

PERFORMANCE GRAPH

The following graph compares the total cumulative Shareholder return for $100 invested in the Corporation's Common Shares on January 1^st, 2017 with the cumulative total return of the S&P/TSX Composite Index (formerly TSE-300 Index) for the five most recently completed financial years. It also presents the grant value and actual value of the compensation of the Chief Executive Officer of the Corporation for the same period.

LEGEND

Grant Value: refers to total compensation of the President and Chief Executive Officer.

Actual Value: refers to total compensation of the President and Chief Executive Officer, adjusted for the actual payout amount of the share-based awards and realized amount of the option-based awards when applicable or the fair value based on the closing price of the Common Shares on the TSX on December 31, 2021, being $15.48, when not yet realized.

Over a five-year period the share price of the Corporation has at times both exceeded and trailed the S&P/TSX Composite Index. The trend in compensation of the Chief Executive Officer has generally been consistent with share price performance over this period.

From 2017 to 2020 inclusively, the graph illustrates the compensation received by Mr. Sean Roosen as Chief Executive Officer of the Corporation.  For 2021, the graph illustrates the compensation received by Mr. Sandeep Singh further to his appointment as President and Chief Executive Officer of the Corporation in November 2020.

CHIEF EXECUTIVE OFFICER COMPENSATION LOOKBACK

The table below sets forth the total compensation awarded to the individual acting as Chief Executive Officer of the Corporation for the following three years from all compensation components:

NOTES:

(1) Refers to the compensation of Mr. Sandeep Singh as President and Chief Executive Officer of the Corporation.

(2) Refers to the compensation of Mr. Sean Roosen as Chief Executive Officer for the years 2019 and 2020.

The following table compares the total direct compensation awarded to the President and Chief Executive Officer to the actual value he received over the last three years compared to shareholder return over the same period.  Actual compensation includes base salary, actual annual incentive plan award, value of vested RSUs at payout or value of RSUs outstanding at December 31, 2021 and value of options upon exercise or value of in-the-money options outstanding at December 31, 2021.

NOTES:

(1) These amounts include the base salary, actual bonus paid and long-term incentive plan value at time of grant (RSUs and options).

(2) These amounts include the base salary, actual bonus paid, value of unvested RSUs at payout and value of exercised options (using the exercise price) and in-the-money options, at the closing price on the TSX on December 31, 2021, being $15.48.

(3) Refers to the compensation of Mr. Sandeep Singh as President and Chief Executive Officer of the Corporation.

(4) Refers to the compensation of Mr. Sean Roosen as Chief Executive Officer for the years 2019 and 2020.

CHIEF EXECUTIVE OFFICER SECURITIES OWNERSHIP AND VALUE AT RISK

The table below shows the total value of vested and unvested Osisko securities owned by the President and Chief Executive Officer as at December 31, 2021.

NOTE:

(1) The value of Common Shares and RSUs is based on the closing price on the TSX on December 31, 2021, being $15.48 and the value of vested and unvested options is based on the difference between the closing price on the TSX on December 31, 2021, being $15.48, and the exercise price of the options, multiplied by the number of options vested and unvested.

Mr. Singh's value at risk totals $7,819,071, which represents 13.0 times his base salary.

EXECUTIVE COMPENSATION

The following table sets forth, to the extent required by applicable securities legislation, all annual and long-term compensation assumed by the Corporation (net of any amount received or back charges from any associate companies) for services in all capacities to the Corporation for the three most recent completed financial years in respect of Named Executives.

Summary Compensation Table

NOTES:

(1) As per the terms of the Employee Share Purchase Plan, the Corporation contributes an amount equal to 60% of the Eligible Employee's contribution up to a maximum contribution of $9,000 per year. The Corporation's contributed amount to the Employee Share Purchase Plan is included in the value of the share-based awards column, as applicable.

(2) Pursuant to the RSU Plan of the Corporation, RSUs were awarded on March 1, 2021, subject to the vesting terms, which consist of the following terms: one half (1/2) is time-based and vesting in 2024, while the remaining portion (1/2) will also vest in 2024, subject to performance criteria toward achievement of the 2021 Long-Term Objectives over a three-year period. The unit grant price on such date was $12.70. Notwithstanding the foregoing, Messrs. Le Bel and Ruel received an additional grant of time-based RSUs having a value of $100,000 at the time of the grant and such RSUs vested and were paid in Common Shares on December 1, 2021.

(3) Both the grant date fair value and accounting fair value for option-based awards are calculated using the Black-Scholes option pricing model. Specifically, a Black-Scholes option pricing model was used with the following assumptions determined on the date of grant:

However, the share-based compensation expense included in the Corporation's financial statements are accounted for based on vesting terms reflecting the fair value amortized for the period in accordance with International Financial Reporting Standards requirements. As part of his 2019 hiring terms, Mr. Singh was granted 250,000 Initial options of the Corporation vesting in four equal tranches of 25% over a period of 4 years and having a term of 7 years.

(4) On November 25, 2020 Mr. Roosen was appointed as Executive Chair and Mr. Singh as President and Chief Executive Officer of the Corporation.

(5) In addition, Mr. Singh's employment term, the Board took into consideration the period between December 31, 2019 and the date of the grant of the long-term incentive in the 2020 annual grant; accordingly, the value of his annual grant of share-based award was increased by a value of $365,160 and the value of his option based award was increased by a value of $243,440.

(6) While Mr. André Le Bel's base salary is $318,000, a portion of his salary is charged back by the Corporation to Falco Resources Ltd., an associate company, for his services as an executive.  Accordingly, the amounts shown under the columns "Salary" and "Option-Based Awards" denote the actual amounts assumed by the Corporation in this respect.

(7) As Mr. Spencer's cash compensation is in U.S. dollar, his compensation was converted in Canadian dollars using the average foreign exchange rate for each applicable year (2021: 1.2535, 2020: 1.3415 and 2019: 1.3269).

(8) Amounts under all other compensation reflect the COL Subsidy.

NOTES:

(1) As part of a reverse takeover bid transaction (the "RTO Transaction"), Osisko Development was launched on November 25, 2020.  Therefore, over 90% of the compensation of Messrs. Sean Roosen, Luc Lessard and Christ Lodder was assumed by the Corporation in 2020 as they were executives of the Corporation.  For 2019, the compensation of Messrs. Roosen and Lessard was assumed at 100% by the Corporation.

(2) In December 2020, the ODV Named Executives received a one-time grant of stock options in connection with the completion of the RTO Transaction.

(3) Mr. Roosen's 2019 compensation was paid by the Corporation as Chair of the Board and Chief Executive Officer.  Osisko Development was formed in November 2020 as part of the RTO transaction.  This compensation is also reflected in the OR Named Executives' Summary Compensation table referred above.

(4) On June 1^st, 2021, Mr. Chris Lodder and Mr. Luc Lessard received replacement restricted share units from Osisko Development in the amounts of $902,100 and $1,106,695, respectively. These awards were made in connection with the cancellation of RSUs originally granted to by Osisko Gold, such award constituted a one-time grant that is not part of their regular compensation.

(5) Barkerville was originally acquired by the Corporation as part of a plan of arrangement on November 19, 2019.  Prior to such date, Barkerville was a publicly listed company. Therefore, the compensation received in 2019 by Mr. Chris Lodder as President and Chief Executive Officer was paid at over 90% by Barkerville and 10% was assumed by the Corporation.

Total Compensation Assumed by the Corporation