Osisko Gold Royalties LTD Sample Contracts

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SUBSCRIPTION AGREEMENT
Acquisition Agreement • June 28th, 2017 • Osisko Gold Royalties LTD • Gold and silver ores
SUBSCRIPTION AGREEMENT
Subscription Agreement • June 27th, 2016 • Osisko Gold Royalties LTD • Quebec

BETWEEN: RESSOURCES QUÉBEC INC., a business corporation governed by the Business Corporations Act (Quebec), having its head office at 600 de La Gauchetière West, suite 1500, Montreal, Quebec H3B 4L8, represented and acting through its representative, duly authorized as he so declares;

CANADIAN MALARTIC NET SMELTER RETURN ROYALTY AGREEMENT (AMENDED AND RESTATED)
Return Royalty Agreement • June 27th, 2016 • Osisko Gold Royalties LTD

OSISKO GOLD ROYALTIES LTD., a corporation existing under the laws of Québec, as assignee of Osisko Mining Corporation (the "Holder")

RECITALS
First Amending Agreement • June 27th, 2016 • Osisko Gold Royalties LTD • Quebec
SHARE PURCHASE AGREEMENT between LIBRA FUND II LUXEMBOURG S.A.R.L. and OSISKO GOLD ROYALTIES LTD Dated November 16, 2014
Share Purchase Agreement • December 11th, 2014 • Osisko Gold Royalties LTD • Metal mining

WHEREAS Virginia Mines Inc. (the "Virginia") is a corporation duly incorporated, organized and subsisting under the laws of Canada;

Underwriting Agreement
Underwriting Agreement • March 25th, 2022 • Osisko Gold Royalties LTD • Gold and silver ores • Ontario

Eight Capital and RBC Dominion Securities Inc., as joint lead underwriters (the “Lead Underwriters”), and BMO Nesbitt Burns Inc., National Bank Financial Inc., Canaccord Genuity Corp., CIBC World Markets Inc., Scotia Capital Inc., Credit Suisse Securities (Canada), Inc., iA Private Wealth Inc., TD Securities Inc., Desjardins Securities Inc., Cormark Securities Inc., Haywood Securities Inc., Paradigm Capital Inc., Raymond James Ltd., Stifel Nicolaus Canada Inc. and PI Financial Corp. (together with the Lead Underwriters, the “Underwriters”) understand that Osisko Gold Royalties Ltd (“the Company”) proposes to issue and sell an aggregate of 18,600,000 Common Shares (as hereinafter defined) (the “Firm Shares”) of Company to the Underwriters. Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Company, in the respective percentages provided for in Article XIII hereof, and by its acceptance hereof, the

Underwriting Agreement
Underwriting Agreement • July 5th, 2019 • Osisko Gold Royalties LTD • Gold and silver ores • Ontario

CIBC World Markets Inc. and BMO Nesbitt Burns Inc., as joint lead underwriters (the “Lead Underwriters”), and Desjardins Securities Inc., National Bank Financial Inc., Raymond James Ltd., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., Cormark Securities Inc. and Paradigm Capital Inc. (together with the Lead Underwriters, the “Underwriters”) understand that Betelgeuse LLC (the “Selling Shareholder”) proposes to sell an aggregate of 7,850,000 Common Shares (as hereinafter defined) (the “Firm Shares”) of Osisko Gold Royalties Ltd (the “Company”) to the Underwriters. Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Selling Shareholder, in the respective percentages provided for in Article XIV hereof, and by its acceptance hereof, the Selling Shareholder agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all of the Firm Shar

Contract
’s Rights Agreement • August 11th, 2017 • Osisko Gold Royalties LTD • Gold and silver ores

Note to Reader: English translation of the original agreement. This translated version has been produced for disclosure purposes only and the parties to this agreement have not executed this agreement drafted in English. The parties have executed, on July 31, 2017, a French version of the agreement, it being understood that the parties are bound only by such French version.

ARRANGEMENT AGREEMENT among VIRGINIA MINES INC. and OSISKO GOLD ROYALTIES LTD and 9081798 CANADA INC. Dated November 16, 2014
Arrangement Agreement • December 11th, 2014 • Osisko Gold Royalties LTD • Metal mining

WHEREAS the board of directors of Virginia (the "Virginia Board") has unanimously determined that the business combination to be effected by way of the Plan of Arrangement is advisable and in the best interest of Virginia and of the Virginia Shareholders and that, on the basis of an opinion from its financial advisors, the Arrangement Consideration is fair, from a financial point of view, to the Virginia Shareholders;

CREDIT AGREEMENT dated as of November 21,2014 among OSISKO GOLD ROYALTIES LTD (as Borrower) -and- NATIONAL BANK OF CANADA (as Administrative Agent) -and- NATIONAL BANK OF CANADA (as Lender) -and- NATIONAL BANK FINANCIAL INC. (as Sole Arranger)
Credit Agreement • June 27th, 2016 • Osisko Gold Royalties LTD

THIS AGREEMENT is made as of November 21, 2014 among Osisko Gold Royalties Ltd, a corporation incorporated under the laws of the Province of Québec, as borrower (the "Borrower"), National Bank of Canada, a Canadian bank, as administrative agent (in such capacity, the "Agent"), and National Bank of Canada, as lender.

ANCILLARY AGREEMENT
Ancillary Agreement • December 11th, 2014 • Osisko Gold Royalties LTD • Metal mining

WHEREAS in connection with the Arrangement, Virginia will permit Osisko to purchase, or Virginia may sell to Osisko, Common Shares, which may include Additional Shares.

SHAREHOLDER PARTICIPATION AGREEMENT
Shareholder Participation Agreement • August 11th, 2017 • Osisko Gold Royalties LTD • Gold and silver ores
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