6-K - ODV - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41369

Osisko Development Corp.

(Translation of registrant’s name into English)

1100 Avenue des Canadiens-de-Montréal,Suite 300

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

EXHIBIT INDEX

Exhibit
99.1	Investor Rights Agreement between Osisko Development Corp. and Double Zero Capital LP dated August 15, 2025
99.2	Underwriting Agreement dated August 15, 2025
99.3	Warrant Indenture between Osisko Development Corp. and TSX Trust Company dated August 15, 2025
99.4	Form 51-102F3 Material Change Report dated August 25, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Osisko Development Corp.
	(Registrant)
Date: August 29, 2025	/s/ Laurence Farmer
	Laurence Farmer
	General Counsel and Vice President Strategic Development

Exhibit 99.1

INVESTOR RIGHTS AGREEMENT

OSISKO DEVELOPMENT CORP.

and -

DOUBLE ZERO CAPITAL LP

AUGUST 15, 2025

TABLE OF CONTENTS

ARTICLE I INTERPRETATION			1
	1.01	Definitions	1
	1.02	Extended Meanings	3
	1.03	Interpretation Not Affected by Headings, Etc.	3
	1.04	Statutory References	3
	1.05	Monetary References	4
	1.06	Day Not a Business Day	4
ARTICLE II BOARD NOMINATION RIGHTS			4
	2.01	Investor Nomination Rights	4
	2.02	Nomination Procedures	4
	2.03	Replacement	5
	2.04	Compensation and Other Matters	5
	2.05	Written Consent or Resolution	5
ARTICLE III VOTING SUPPORT AND OTHER RIGHTS			5
	3.01	Voting Support	5
	3.02	Warrants	5
ARTICLE IV PRE-EMPTIVE RIGHT			6
	4.01	Grant and Exercise of Pre-Emptive Right	6
	4.02	Exceptions	8
	4.03	Anti-Dilution	8
	4.04	No Rights as Holder of Subject Securities	8
ARTICLE V GENERAL PROVISIONS			9
	5.01	Termination	9
	5.02	Notice	9
	5.03	Amendment and Waiver	10
	5.04	Successors and Assigns	10
	5.05	Time of the Essence	10
	5.06	Further Assurances	10
	5.07	Injunctive Relief	10
	5.08	No Third-Party Beneficiaries	10
	5.09	Entire Agreement	10
	5.10	Severability	10
	5.11	Governing Law; Submission<br> to Jurisdiction	11
	5.12	Confidential Information	11
	5.13	Public Disclosure	12
	5.14	Counterparts	12
	5.15	Calculation of Holdings	12
	5.16	Aggregation of Shares	12
	5.17	Representations and<br> Warranties	12

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement, dated as of August 15, 2025, is entered into between

OSISKODEVELOPMENT CORP., a corporation existing under the

CanadaBusiness Corporations Act (the "Corporation")

and -

DOUBLE ZERO CAPITAL LP, a limited partnership formed under

the laws of Delaware (the "Investor")

WHEREAS the Corporation and the Investor have entered into a subscription agreement dated August 15, 2025 (the "Subscription Agreement") pursuant to which the Investor agreed to acquire units of the Corporation (the "Subscription");

AND WHEREAS as a result of the Subscription, the Investor acquired purchased 36,600,000 units of the Corporation, comprising an aggregate of 36,600,000 Common Shares (as defined below) and 18,300,000 Common Share purchase warrants in the capital of the Corporation ("Warrants"), with each Warrant entitling the Investor to acquire an additional Common Share at a price of US$2.56 for a period of 24 months from the date of issuance, subject to acceleration in certain circumstances, representing approximately 15.4% of the Common Shares (calculated on a non-diluted basis);

AND WHEREAS, as a condition to the execution and delivery of the Subscription Agreement, the Corporation has agreed to grant the Investor certain rights as set out herein, on term and conditions set out herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

INTERPRETATION

1.01	Definitions. As used in this Agreement, the following terms have the meanings<br> set forth or as referenced below:

"Affiliate" has the meaning specified in National Instrument 45-106 – Prospectus Exemptions.

"Agreement" means this investor rights agreement, as it may be amended, restated, replaced or supplemented from time to time in accordance with the terms hereof.

"Applicable Securities Laws" means the securities legislation in each of the provinces and territories of Canada, including all rules, regulations, instruments, policies, notices, published policy statements and blanket orders thereunder or issued by one or more of the Securities Authorities, as the same may hereafter be amended from time to time or replaced.

"Board" means the board of directors of the Corporation.

"Bought Deal" means a fully underwritten offering on a bought deal basis pursuant to which an underwriter has committed to purchase securities of the Corporation pursuant to a "bought deal" letter prior to the filing of a preliminary prospectus or prospectus supplement or a distribution pursuant to an overnight marketed offering.

"Business Day" means any day, other than a Saturday, a Sunday or a day on which major banks are closed for business in Las Vegas, Nevada, Toronto, Ontario or Montréal, Québec.

"CBCA" means Canada BusinessCorporations Act, as the same may hereafter be amended from time to time or replaced.

"Common Shares" means common shares in the capital of the Corporation or such other shares or other securities into which such common shares are converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time.

"Convertible Securities" has the meaning set forth in Section 4.01(a).

"Corporation" means Osisko Development Corp. and includes its legal successors and permitted assigns.

"Dilution Event" has the meaning set forth in Section 4.03.

"Director Election Meeting" means any meeting of shareholders of the Corporation at which directors are to be elected to the Board.

"Exchanges" means the TSX Venture Exchange and the New York Stock Exchange, or such other additional or different stock exchanges as the Common Shares may then be listed from time to time.

"Exercise Notice" has the meaning set forth in Section 4.01(d)(i).

"Governmental Entity" means (i) any international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any stock exchange and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

"Investor" means Double Zero Capital LP and includes its legal successors and permitted assigns.

"Investor Nominee" has the meaning set forth in Section 2.01(a).

"Laws" means any and all (i) laws, constitutions, treaties, statutes, codes, ordinances, principles of common and civil law and equity, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity, and (iii) policies, practices and guidelines of, or contracts with and the terms and conditions of any authorization of or from, any Governmental Entity, which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which such word is used.

"Ownership Condition" has the meaning set forth in Section 2.01(a).

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"Parties" mean the Corporation and the Investor and "Party" means either one of them, as the context requires.

"Person" means and includes any individual, partnership, limited partnership, limited liability company, corporation, company, joint venture, trust, unincorporated organization, association or other legal entity, or any government or any department or agency thereof.

"Pre-Emptive Right" has the meaning set forth in Section 4.01(a).

"Pre-Emptive Right Notice Period" has the meaning set forth in Section 4.01(d)(i).

"Securities Authorities" means the securities commissions or securities regulatory authorities in each of the provinces and territories of Canada and any of their successors.

"Securities Issuance" has the meaning set forth in Section 4.01(a).

"Securities Issuance Notice" has the meaning set forth in Section 4.01(b).

"Shares" means Common Shares, together with any other voting shares or equity shares of the Corporation or such other shares or other securities into which such voting or equity shares are converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time.

"Subject Securities" has the meaning set forth in Section 4.01(b)(i).

"Top-Up Offering" has the meaning set forth in Section 4.03.

1.02	Extended Meanings. In this Agreement, unless otherwise expressly provided<br> herein or the context otherwise requires:
(a)	words importing the singular number include<br> the plural and vice-versa;
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(b)	references to any gender include all genders;
---	---
(c)	references to an Article or Section followed<br> by a number or letter refer to the specified Article or Section of this Agreement;
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(d)	words and terms denoting inclusiveness<br> (such as "include" or "includes" or "including"), whether or<br> not so stated, are not limited by and do not imply limitation of their context or the words<br> and phrases that precede or succeed them; and
---	---
(e)	the terms "this Agreement",<br> "hereto", "herein", "hereby", "hereunder", "hereof"<br> and similar expressions refer to this Agreement and not to any particular Article, Section or<br> other subdivision and include any schedules and amendments hereto, modifications, replacements<br> or restatements hereof.
---	---

1.03        Interpretation Not Affected by Headings, Etc. The division of this Agreement into Articles, Sections and other subdivisions and the provision of headings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.04       StatutoryReferences. In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise provided, any reference to a particular statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended, consolidated, replaced or re-enacted.

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1.05       MonetaryReferences. Unless otherwise specified in this Agreement, all references in this Agreement to "Dollars", "dollars" or the "$" are to lawful money of Canada.

1.06       DayNot a Business Day. Except as otherwise provided herein, if any day on which any action is required (or permitted to be taken) under this Agreement is not a Business Day, or a period of time is to expire on a day that is not a Business Day, such action shall be taken (or permitted to be taken), or such period shall expire, on the next succeeding day that is a Business Day.

ARTICLE II

BOARD NOMINATION RIGHTS

2.01	Investor Nomination Rights.
(a)	Subject to the terms and conditions of<br> this Article II and for so long as the number of Common Shares collectively owned, controlled<br> or directed, directly or indirectly, by the Investor and its Affiliates represents at least<br> 10% of the number of then-issued and outstanding Common Shares (calculated on a non-diluted<br> basis) (the "Ownership Condition"), the Investor shall be entitled to:
---	---
(i)	designate an individual (an "Investor Nominee") to be nominated as a director of the Corporation at any Director Election<br> Meeting; and
---	---
(ii)	request that the Investor Nominee be reasonably<br> considered for inclusion on one or more committees of the Board.
---	---
(b)	Subject to applicable Laws, the Corporation<br> shall promptly take all steps as may be necessary to appoint, within 10 Business Days of<br> the initial Investor Nominee's nomination, such Investor Nominee to serve on the Board and<br> any committee thereof until the next Director Election Meeting.
---	---
(c)	As a condition of election or appointment<br> under this Article II, each Investor Nominee shall, at the time of election or appointment<br> to the Board:
---	---
(i)	meet the qualification requirements to serve<br> as a director under the CBCA or any other governing corporate statute of the Corporation,<br> Applicable Securities Laws and the rules of the Exchanges or any other stock exchange<br> on which the Common Shares are then listed; and
---	---
(ii)	have such skills and experience reasonably<br> consistent with other individuals who hold directorships on companies listed on the Exchanges<br> or any other stock exchange on which the Common Shares are then listed.
---	---

2.02        NominationProcedures. As long as the Investor has the right to designate an Investor Nominee under Section 2.01(a), the Corporation shall:

(a)	notify<br> the Investor in writing within five Business Days of the date on which the Corporation calls<br> a Director Election Meeting and cause each Investor Nominee to be included in the nominees<br> proposed for election at each Director Election Meeting; and

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(b)	support the election of each Investor<br> Nominee at the applicable Director Election Meeting in the same manner as proxies are solicited<br> in favour of, and the Corporation and Board otherwise support, the other nominees for election<br> as directors of the Corporation in connection with the applicable Director Election Meeting.

The Investor shall, after consultation with the Corporation in good faith, advise the Corporation of the name of each Investor Nominee and any committees on which the Investor Nominee is to be considered for inclusion on within five Business Days after receiving the notice referred to in Section 2.02(a). If the Investor does not advise the Corporation of the identity of the Investor Nominee and/or such committees within such period, the Investor will be deemed to have nominated the incumbent Investor Nominee and on the incumbent committees or, if there is no incumbent Investor Nominee, the Investor will be deemed to have waived his right to nominate an Investor Nominee until the next Director Election Meeting.

2.03      Replacement. If an Investor Nominee ceases to hold office as a director of the Corporation, whether due to such Investor Nominee's death, disability, resignation or removal, the Investor shall, subject to Section 2.01(c), be entitled to nominate an individual to replace the Investor Nominee who has ceased to hold office, and the Corporation shall promptly take all steps as may be necessary to appoint, within 10 Business Days of such nomination, such individual to the Board and consider such individual for any applicable committees (any such succeeding individual, shall thereafter be an Investor Nominee).

2.04	Compensation and Other Matters. Each Investor Nominee shall:
(a)	be compensated and reimbursed for expenses<br> as Board members on a basis no less favourable than the basis on which the Corporation compensates<br> and reimburses other directors of the Corporation (other than directors who are officers<br> of the Corporation); and
---	---
(b)	be entitled to the benefit of directors'<br> liability insurance and indemnification to the same extent that the Corporation provides<br> such insurance and indemnification to the other directors of the Corporation.
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2.05        WrittenConsent or Resolution. The provisions of this Article II applicable to Director Election Meetings shall apply mutatis mutandis to any written consent or resolution of shareholders relating to the election of directors of the Corporation.

ARTICLE III

VOTING SUPPORT AND OTHERRIGHTS

3.01       VotingSupport. The Investor agrees that, for so long as the Ownership Condition is met, it shall vote, or cause to be voted, the Common Shares, directly or indirectly, collectively owned, controlled or directed by the Investor and any of its Affiliates at any meeting of the shareholders of the Corporation on a basis consistent with the voting recommendations of the Board or management of the Corporation, as applicable, as set out in the form of proxy and meeting materials sent to the registered shareholders of the Corporation, or as may otherwise be communicated in writing to shareholders of the Corporation by the Board or management of the Corporation. The Investor shall take all reasonably necessary or advisable actions to cause such Common Shares to be so voted, including causing its Common Shares to be counted as part of a quorum, and completing all management forms of proxy, voting instruction forms and other voting directions, as applicable.

**3.02       Warrants.**For so long as the Ownership Condition is met, in the event the Corporation becomes aware that a holder of Warrants (other than the Investor or its Affiliates) intends to sell at least 1,000,000 Warrants, the Corporation agrees to use commercially reasonable efforts to bring such opportunity to the attention of the Investor, subject to any applicable Laws and confidentiality obligations the Corporation may be subject to at such time. Notwithstanding the foregoing, no obligation whatsoever shall be placed on the Corporation to solicit such interest or facilitate any discussion, negotiation, execution or consummation of such transaction and the Investor takes full responsibility in respect of any such discussion, negotiation, execution or consummation of the transaction, including, without limitation, any obligations, risks and outcome for such discussion, negotiation, execution or consummation of such transaction. The Investor acknowledges and agrees that there is no guarantee that such opportunity may arise or if such opportunity arise, that the Corporation is aware or in a position to make such identification to the Investor or that any transaction can be concluded with any selling holder of Warrants on terms acceptable to the Investor (or at all).

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ARTICLE IV

PRE-EMPTIVE RIGHT

4.01	Grant and Exercise of Pre-Emptive Right.
(a)	For so long as the Ownership Condition<br> is met, the Corporation hereby grants the Investor the right (the "Pre-Emptive Right")<br> to participate in any issuance, offering or other distribution of Shares or any securities<br> convertible, exchangeable or exercisable into (or otherwise entitling the Investor thereof<br> to acquire) Shares ("Convertible Securities"), for cash or cash equivalents,<br> undertaken by the Corporation after the date of this Agreement (a "Securities Issuance")<br> on the terms and subject to the conditions set out in this Article IV.
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(b)	As soon as practicable following a determination<br> by the Corporation to proceed with a Securities Issuance, the Corporation shall provide written<br> notice (a "Securities Issuance Notice") to the Investor setting out the<br> terms of the Securities Issuance, including:
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(i)	the number of Shares and/or Convertible<br> Securities (the "Subject Securities") proposed to be issued and the subscription<br> price per Subject Security including any over-allotment option granted;
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(ii)	the material terms and conditions of the<br> Subject Securities (if other than Common Shares) proposed to be issued;
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(iii)	the total number of Shares and Convertible<br> Securities outstanding as at the date of the Securities Issuance Notice;
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(iv)	the maximum number of Subject Securities<br> for which the Investor has the right to subscribe for pursuant to this Article IV and<br> the aggregate subscription price therefor; and
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(v)	the proposed closing date of the Securities<br> Issuance.
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In the event that a Securities Issuance Notice is delivered and the final details of one or more elements of the Securities Issuance set forth in the Securities Issuance Notice is materially different from the details provided in the Securities Issuance Notice, the Corporation shall use commercially reasonable efforts, subject to applicable Laws and the rules of the Exchanges or any other stock exchange on which the Common Shares are then listed, to provide the Investor with the opportunity to participate in such Securities Issuance on such amended terms that would provide the Investor with substantially similar economic result as if the original Securities Issuance Notice contained all final details.

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In the event that a Securities Issuance is being made as a Bought Deal, the Corporation shall use commercially reasonable efforts to give the Investor the Securities Issuance Notice as soon as is practicable under the circumstances given the speed and urgency with which Bought Deals are currently carried out in common market practice.

(c)	Upon receipt of a Securities Issuance<br> Notice, the Investor will have the right (but not the obligation) to subscribe for and purchase<br> on the terms and conditions of the Securities Issuance up to that number of Subject Securities<br> such that the ratio after the Securities Issuance (assuming full exercise of the Investor's<br> Pre-Emptive Right) of (i) the aggregate number of Shares held by the Investor and Shares<br> into which Convertible Securities held by the Investor are convertible to (ii) the aggregate<br> number of outstanding Shares and Shares into which outstanding Convertible Securities are<br> convertible shall be the same as the corresponding ratio immediately before the Securities<br> Issuance. In the event that a Securities Issuance consists of an issue of both Shares and<br> Convertible Securities, the Subject Securities shall be allocated to the Investor between<br> Shares and Convertible Securities on the same pro rata basis as are allocated to other subscribers<br> under the terms of the Securities Issuance.
(d)	If the Investor:
---	---
(i)	determines to exercise its Pre-Emptive Right<br> in connection with a Securities Issuance, the Investor shall give written notice (an "Exercise Notice") to the Corporation of the exercise of such right and the number of Subject<br> Securities that the Investor wishes to purchase within five Business Days (or, in the case<br> of a Bought Deal, within 24 hours) after receipt of the Securities Issuance Notice (the "Pre-Emptive Right Notice Period"); or
---	---
(ii)	does not provide the Exercise Notice during<br> the Pre-Emptive Right Notice Period, it will be deemed to have irrevocably waived its Pre-Emptive<br> Right in respect of the Securities Issuance and the Pre-Emptive Right shall be deemed to<br> have expired in respect of such Securities Issuance.
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(e)	If the Corporation receives an Exercise<br> Notice from the Investor within the Pre-Emptive Right Notice Period, the Corporation shall,<br> subject to the receipt and continued effectiveness of all required regulatory approvals (including<br> approvals from Exchanges), which approvals the Corporation shall use commercially reasonable<br> efforts to obtain, issue to the Investor, against payment in immediately available funds<br> of the subscription price payable in respect thereof, that number of Subject Securities set<br> forth in the Exercise Notice. Subject to the receipt of any required regulatory approvals<br> and the completion of all required filings and applications necessary for the completion<br> of the purchase and sale of the Subject Securities to the Investor pursuant to an exercise<br> of the Pre-Emptive Right, the closing of the purchase and sale of the Subject Securities<br> to the Investor will take place on the same date as the closing of the Securities Issuance<br> or such later date as the Parties may agree upon.
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(f)	The Corporation shall use its commercially<br> reasonable efforts to list any Subject Securities subscribed for and purchased by the Investor<br> under this Article IV on the Exchanges or quotation system on which the Subject Securities<br> may be listed or quoted pursuant to the Securities Issuance.
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**4.02        Exceptions.**The Investor's Pre-Emptive Right shall not apply to a Securities Issuance made by the Corporation:

(a)	to participants in a distribution reinvestment<br> or similar plan, notwithstanding the Investor's right to participate in such a distribution<br> in the ordinary course;
(b)	in respect of the exercise or issuance<br> of options, deferred or restricted share units or other similar securities issued under security-based<br> compensation arrangements of the Corporation;
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(c)	in respect of the conversion or other<br> acquisition of Shares under the terms of Convertible Securities that are:
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(i)	outstanding as at the date of this Agreement;<br> or
---	---
(ii)	issued pursuant to a Securities Issuance<br> in respect of which:
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(A)	the Investor has either exercised the<br> Pre-Emptive Right in whole or in part or waived or is deemed to have waived its Pre-Emptive<br> Right; or
---	---
(B)	the Pre-Emptive Right did not apply;
---	---
(d)	pursuant to any share consolidation or<br> subdivision, share reclassification or any similar event that affects all Shares in an identical<br> manner; and
---	---
(e)	pursuant to any acquisition, merger or<br> similar business combination transaction or any other Security Issuances for non-cash consideration<br> undertaken and completed by the Corporation that is approved by the Board, subject to Section <br> 4.03.
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4.03         Anti-Dilution. In the event a Securities Issuance is made by the Corporation in respect of an asset, share or other acquisition for non-cash consideration (but, for greater certainty, not including any merger or business combination transaction) for which no Pre-Emptive Rights is available in accordance with Section 4.02(e), and (i) prior to giving effect to such acquisition, the Ownership Condition is met, and (ii) after giving effect to such acquisition, the Ownership Condition is not met (the "Dilution Event"), notwithstanding Section 4.02(e), the Investor shall be entitled to exercise Pre-Emptive Rights pursuant to Section 4.01 in respect of such Dilution Event (the "Top-Up Offering") up to the percentage of the Common Shares it would have held prior to giving effect to such Dilution Event. The issue price of the Common Shares under the Top-Up Offering shall be the prevailing closing price of the Common Shares on the Exchanges on the immediately ensuing full trading day following the announcement of the Dilution Event. If the Investor does not deliver an Exercise Notice in respect of the Top-Up Offering within the prescribed time in Section 4.01 or otherwise provides written notice to the Corporation that it does not intend to exercise its Pre-Emptive Rights in respect of the Top-Up Offering, subsequent to the Dilution Event, the Investor will be diluted accordingly and the Pre-Emptive Rights in this Article IV shall terminate.

4.04       NoRights as Holder of Subject Securities. The Investor shall not have any rights whatsoever as a holder of any of the Subject Securities (including any right to receive dividends or other distributions therefrom or thereon) until the Investor shall have acquired the Subject Securities.

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ARTICLE V

GENERAL PROVISIONS

**5.01        Termination.**This Agreement shall terminate and be of no further force and effect upon the earliest to occur of:

(a)	other<br> than as a result of the Corporation failing to meet its obligations under this Agreement,<br> the date on which the Ownership Condition is no longer met; and

(b)        the date on which this Agreement is terminated by the mutual consent of the Parties.

Notwithstanding the valid termination of this Agreement pursuant to this Section 5.01, any rights or obligations which have accrued or arisen under this Agreement prior to the effective time of such termination shall survive such termination unimpaired in accordance with the terms hereof.

**5.02        Notice.**Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail (provided that no "bounce back" or similar message indicating non-delivery is received with respect thereto) and addressed:

(a)	if to the Corporation:
	Osisko Development Corp.
	1100 Avenue des Canadiens-de-Montréal, Suite 300
	Montréal, Québec H3B 2S2
	Attention: Laurence Farmer, General Counsel & Vice President,<br> Strategic Development
	Email: [Redacted – Personal Information]
	with a copy (which shall not constitute notice) to:
(b)	Bennett Jones LLP
---	---
	3400 One First Canadian Place
	Toronto, Ontario M5X 1A4
	Attention: Sander Grieve / Andrew Disipio
	E-mail: GrieveS@bennettjones.com / Disipioa@bennettjones.com
(c)	if to the Investor:
---	---
	Double Zero Capital LP
	10785 West Twain Ave, Suite 250
	Las Vegas, NV 89135
	Attention: [Redacted – Personal Information]
	Email: [Redacted – Personal Information]
	with a copy (which shall not constitute notice) to:
	Aird & Berlis LLP
	Brookfield Place, 181 Bay Street, Suite 1800
	Toronto, ON M5J 2T9
	Attention: Jeffrey Merk
	E-mail: jmerk@airdberlis.com

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Any notice or other communication is deemed to be given and received if sent by personal delivery, same day courier or electronic mail, on the date of delivery if it is a Business Day and the delivery was made before 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a notice given in accordance with this Section 5.02.

5.03        Amendmentand Waiver. No amendment or waiver of any provision of this Agreement shall be binding upon any Party unless consented to in writing by such Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

5.04	Successors and Assigns.
(a)	This Agreement shall be binding upon and<br> shall enure to the benefit of the Parties hereto and their respective successors and permitted<br> assigns.
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(b)	This Agreement may not be assigned by<br> either Party except with the prior written consent of the other Party.
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5.05        Timeof the Essence. Time is of the essence in this Agreement.

5.06        FurtherAssurances. Each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

5.07        InjunctiveRelief. The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

5.08       NoThird-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

5.09        EntireAgreement. This Agreement, together with the Subscription Agreement constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

**5.10       Severability.**If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any provision is illegal, invalid or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

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5.11	Governing Law; Submission to Jurisdiction.
(a)	This Agreement shall be governed by and<br> construed in accordance with the laws of the province of Ontario and the federal laws of<br> Canada applicable therein.
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(b)	Each Party irrevocably attorns and submits<br> to the exclusive jurisdiction of the courts of the province of Ontario and waives objection<br> to the venue of any proceeding in such court or that such court provides an inconvenient<br> forum.
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5.12	Confidential Information.
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(a)	Any information regarding a Party that<br> (i) has not become generally available to the public, (ii) was<br>not available to a Party or its representatives on a non-confidential basis before the date of this Agreement, or (iii) does not<br>become available to a Party or its representatives on a non-confidential basis from a Person who is not, to the knowledge of the Party<br>or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from<br>transmitting the information to the party or its representatives, will be kept confidential by each Party and shall constitute confidential<br>information (the "Confidential Information").
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(b)	Each Party undertakes that it and its<br> representatives will: (a) keep such Confidential Information strictly confidential;<br> and (b) except with the prior written consent of the disclosing Party, not disclose<br> to any third party any Confidential Information received from the disclosing Party; provided<br> that any such information may be disclosed to those affiliates and representatives of the<br> receiving Party who in each such case have a legitimate and verifiable need to know such<br> information and who agree in writing or by the receiving Party's written policies or protocols<br> are required to keep such information confidential and to be bound by the terms of this Section <br> 5.12 at least to the same extent as if they were Parties hereto. Notwithstanding any such<br> agreement on the part of each such affiliate or representative, each Party shall ensure that<br> its affiliates or representatives strictly observe the terms of this Section 5.12 and<br> shall be liable for any breach of this Section 5.12 by any of its affiliates or representatives.<br> Each Party shall fully inform each of its affiliates and representatives to whom Confidential<br> Information is disclosed of all restrictions and requirements contained in this Section <br> 5.12.
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(c)	No Confidential Information may be released<br> to third parties without the consent of the provider thereof, except that the Parties agree<br> that they will not unreasonably withhold such consent to the extent that such Confidential<br> Information is compelled to be released by legal process or must be released to regulatory<br> bodies and/or included in public documents.
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(d)	Upon request by the provider of the Confidential<br> Information, the other Party will return to the provider, or destroy (subject only to normal<br> course data back-up or archival processes), all documents, including any copies thereof,<br> comprised in the Confidential Information provided by the provider, and the recipient of<br> the Confidential Information will confirm in writing that all Confidential Information has<br> been returned or destroyed (subject only to normal course data back-up or archival processes),<br> as applicable, provided that one copy of the Confidential Information may be retained within<br> a receiving Party's legal department for liability defense purposes only. Notwithstanding<br> any such return or destruction of any Confidential Information, Confidential Information,<br> including, without limitation, any Confidential Information retained by a receiving Party,<br> will continue to be subject to this Agreement. In addition, Confidential Information that<br> has been prepared by either Party from publicly available information or from information<br> not obtained pursuant to this Agreement may be retained by the Party that has prepared such<br> information.
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5.13        PublicDisclosure. Following the date hereof, no press release, public statement or announcement or other public disclosure with respect to this Agreement or any of the transactions contemplated herein may be made except with the prior written consent and joint approval of all of the Parties, acting reasonably, or if required by Law or a Governmental Entity, and then only to the extent legally required. Where the public disclosure is required by Law or a Governmental Entity, the Party required to make the public disclosure will use its commercially reasonable efforts to obtain the approval of the other Party as to the form, nature and extent of the disclosure. The Investor acknowledges and agrees that once it has approved the form, nature and extent of any disclosure, subsequent approval will not be required for so long as the disclosure is not materially amended. The foregoing requirements shall not apply in respect of any public disclosure naming the Investor or any of its Affiliates using language previously approved by the Investor in writing within the same financial year; provided that, the Investor has not subsequently revoked such prior approval in writing. The Parties acknowledge that the Corporation shall file a copy of this Agreement on the System for Electronic Data Analysis and Retrieval+ (with such redactions as may be reasonably requested by the Corporation or the Investor and permitted under Applicable Securities Laws).

**5.14        Counterparts.**This Agreement may be executed in any number of counterparts (including counterparts by email) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed PDF or similar executed electronic copy of this Agreement, and such PDF or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

5.15        Calculationof Holdings. Notwithstanding any other provision of this Agreement, no determination will be made hereunder that the percentage of the issued and outstanding Shares beneficially owned or held by the Investor or its Affiliates has ceased to be equal to or more than any particular threshold percentage set out herein unless the Investor has been afforded an opportunity to exercise its Equity Pre-Emptive Right and Top-Up Right under Sections 4.01 and 4.03, respectively, or has waived such rights by notice given to the Corporation in writing.

5.16        Aggregationof Shares. All Shares held or acquired by the Investor and its Affiliates will be aggregated together for the purpose of determining the availability of any rights under this Agreement, and the Investor and its Affiliates may apportion such rights as among themselves in any manner they deem appropriate.

5.17        Representationsand Warranties. The Corporation represents and warrants to and in favor of the Investor as follows, and acknowledges and agrees that the Investor is entering into this Agreement on the basis of such representations and warranties, namely: (a) that the Corporation has the corporate power, capacity and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by the Corporation has been duly authorized by all required corporate action of the Corporation; (c) the execution, delivery and performance of this Agreement by the Corporation will not (i) violate or result in the breach of the applicable Laws of any jurisdiction applicable or pertaining to the Corporation or of any of the Corporation's constating documents, or (ii) conflict with, result in the breach of, or accelerate any performance required under any contract to which the Corporation is a party; (d) other than as required in connection with the issuance of any securities of the Corporation contemplated by this Agreement, with respect to the Investor Nominees and the fulfilment of the conditions of the TSXV related to the conditional approval of this Agreement, there are no consents or regulatory approvals which are required in connection with the performance by the Corporation of its obligations under this Agreement which have not been obtained; and (e) this Agreement represents a valid and binding obligation of the Corporation duly enforceable against the Corporation in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws or by equitable principles generally.

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The Investor represents and warrants to and in favor of the Corporation as follows, and acknowledges and agrees that the Investor is entering into this Agreement on the basis of such representations and warranties, namely: (a) that the Investor has the corporate power, capacity and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by the Investor has been duly authorized by all required corporate action of the Investor; (c) the execution, delivery and performance of this Agreement by the Investor will not (i) violate or result in the breach of the applicable Laws of any jurisdiction applicable or pertaining to the Investor or of any of the Investor's constating documents, or (ii) conflict with, result in the breach of, or accelerate any performance required under any contract to which the Investor is a party; (d) there are no consents or regulatory approvals which are required in connection with the performance by the Investor of its obligations under this Agreement which have not been obtained; and (e) this Agreement represents a valid and binding obligation of the Investor duly enforceable against the Investor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws or by equitable principles generally.

[Remainder of page intentionallyleft blank. Signature page follows.]

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IN WITNESS WHEREOF, the Parties hereto have executed this Investor Rights Agreement as of the date first written above.

OSISKO DEVELOPMENT CORP.
By:	(signed)<br> Authorized Signatory
	Authorized Signatory
DOUBLE ZERO CAPITAL LP
By:	(signed) Authorized<br> Signatory
	Authorized Signatory

[Signature Page: InvestorRights Agreement]

Exhibit 99.2

EXECUTION COPY

UNDERWRITING AGREEMENT

August 15, 2025

Osisko Development Corp.

1100, av des Canadiens-de-Montréal

Suite 300, P.O. Box 211

Montréal, QC H3B 2S2

Attention:      Sean Roosen,Chairman and Chief Executive Officer

BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc., as joint lead managers and joint bookrunners (together, the “Joint Bookrunners”), and Cantor Fitzgerald Canada Corporation, as co-lead underwriter with the Joint Bookrunners, together with National Bank Financial Inc. and Ventum Financial Corp. (collectively with the Joint Bookrunners, the “Underwriters”), understand that Osisko Development Corp. (the “Company”) proposes to issue and sell 58,560,000 units of the Company (“Units”) to be issued at a price of US$2.05 per Unit (the “Issue Price”) for aggregate gross proceeds of US$120,048,000.

Each Unit is comprised of one Unit Share (as defined herein) and one-half of one Warrant (as defined herein). The Warrants shall be duly and validly created and issued pursuant to, and governed by, the Warrant Indenture (as defined herein). Each Warrant entitles the holder thereof to purchase one Warrant Share (as defined herein) at a price of US$2.56 per share (the “Exercise Price”) for a period of 24 months following the Closing Date (as defined herein), and subject to adjustments as set out in the Warrant Indenture. At any time following the 15-month anniversary of the Closing Date and prior to the expiry date of the Warrants, if the closing price of the Common Shares (as defined herein) on either Exchanges (as defined herein) exceeds the Exercise Price for 20 or more consecutive trading days, the Company may, within 10 days following such occurrence, accelerate the expiry date of the Warrants by providing notice of such acceleration to the holders of Warrants, following which the Warrants will expire on the date that is 30 calendar days after the giving of such notice. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement (as defined herein) and the terms of the Warrants set forth in the Warrant Indenture, the provisions of the Warrant Indenture will govern.

Upon and subject to the terms and conditions set forth herein, the Underwriters hereby severally, and not jointly, nor jointly and severally, agree to purchase from the Company and, by the acceptance of this Agreement, the Company agrees to sell to the Underwriters at the Closing Time (as defined herein) all, but not less than all, of the Units at the Issue Price, for aggregate gross proceeds of US$120,048,000. Although the offer to purchase the Units is being made by the Underwriters, the Underwriters will endeavour to arrange for substituted purchasers (collectively, the “SubstitutedPurchasers”) for the Units, in which case the Company will issue and sell such Units at the Issue Price directly to the Substituted Purchasers, with the effect that such Substituted Purchasers will be the initial Purchasers (as defined herein) of the Units. To the extent that Substituted Purchasers purchase Units at the Closing (as defined herein), the Underwriters obligation to purchase the Units hereunder shall be reduced by the number of Units purchased from the Company by such Substituted Purchasers.

In addition, the Underwriters have been granted an option (the “Underwriters’ Option”) exercisable, in whole or in part, at any time up to 48 hours prior to the Closing Time, to increase the size of the Offering (as defined herein) to purchase up to 2,440,000 additional Units at the Issue Price.

The offering of the Units, including the Units issuable pursuant to the exercise of the Underwriters’ Option, is collectively referred to herein as the “Offering” and the Units and the Unit Shares and Warrants comprising the Units are collectively referred to herein as the “Offered Securities”. Unless the context otherwise requires, all references to “Offered Securities” and “Units” includes the Units which may be issued pursuant to any exercise of the Underwriters’ Option.

The Offering will be completed on a “bought deal” private placement basis pursuant to exemptions from the prospectus requirements of all Applicable Securities Laws (as defined herein).

The Offered Securities will be offered to those Purchasers resident in the Selling Jurisdictions (as defined herein) within Canada by way of a private placement to “accredited investors” (as such term is defined in NI 45-106 (as defined herein)) and pursuant to the “family, friends and business associates” exemption and the “minimum amount investment” exemption in NI 45-106.

The Underwriters may offer the Units, acting through one or more of their respective U.S. Affiliates (as defined herein), to, or for the account or benefit of, persons in the United States (as defined herein) and U.S. Persons (as defined herein), solely to Qualified Institutional Buyers (as defined herein) as Substituted Purchasers in compliance with the exemption from the registration requirements of the U.S. Securities Act (as defined herein) provided by Section 4(a)(2) of the U.S. Securities Act (and for the avoidance of doubt, not in reliance on Regulation D under the U.S. Securities Act), and similar exemptions under applicable U.S. state securities laws, and in the manner contemplated by this Agreement, including in compliance with Schedule “A” hereto. The Underwriters may also offer the Units to investors resident in Selling Jurisdictions outside of Canada and the United States, as may be agreed to by the Company, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document is required to be filed in such jurisdictions and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall, at the Closing Time, pay to the Underwriters the Underwriters’ Fee (as defined herein) in such amount as set out in Section 12 hereof. The obligation of the Company to pay the Underwriters’ Fee shall arise at the Closing Time and the Underwriters’ Fee shall be fully earned by the Underwriters upon the completion of the Offering.

The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, a selling group consisting of other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to the Company, acting reasonably, as their agents to assist with the Offering in the Selling Jurisdictions and that the Underwriters may determine the remuneration payable by the Underwriters to such other dealers appointed by them, provided that such remuneration shall not in any way increase the aggregate Underwriters’ Fee payable by the Company under this Agreement.

Concurrent with the Offering, the Company intends to complete a non-brokered private placement of Units (the “Non-Brokered Private Placement”), including issuing 36,600,000 Units to a strategic investor at the Issue Price for aggregate gross proceeds of US$75,030,000. It is expected that the Company and the strategic investor will enter into an investor rights and voting support agreement (the “Investor RightsAgreement”), which is expected to include, among other customary terms, the right to nominate a director to the board of directors of the Company, the right to participate in future offerings of securities of the Company and the obligation to vote in favour of management of the Company on certain matters, in each case, provided the investor maintains certain equity ownership thresholds and satisfies certain other conditions. Closing of the Offering and the Non-Brokered Private Placement are intended to occur on the same date, however, there is no cross-conditionality between the closing of the Offering and the closing of the Non-Brokered Private Placement.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

1.            Interpretation

1.1          Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms have the following meanings, respectively:

“Act” means the Canada Business CorporationsAct;

“affiliate” has the meaning ascribed thereto in NI 45-106;

“Affiliates” means affiliates of the Underwriters;

“Agreement” means the agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereby and includes all schedules attached hereto, in each case, as the same may be supplemented, amended and/or restated from time to time;

“Allowed Delay” has the meaning ascribed thereto in Section 4.1.1(n)(v);

“Applicable Securities Laws” means, in respect of any person, collectively, the securities laws, regulations, rulings, rules, orders, prescribed forms, notices, blanket rulings, published policy statements and other regulatory instruments issued by a Securities Regulator, including the rules of any stock exchange, including all applicable rules and policies of the Exchanges, in each case, applicable to that person;

“Bonanza Ledge II Project” means the Company’s development-stage Bonanza Ledge II project in British Columbia, Canada, as further described in the Public Record;

“Business Day” means a day other than a Saturday, Sunday or statutory or civic holiday in Toronto, Ontario or Montréal, Québec;

“Canadian Securities Laws” means, collectively, all applicable securities laws of each of the Selling Jurisdictions within Canada and the respective rules and regulations under such laws together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Canadian Securities Regulators, including all applicable rules and policies of the TSXV;

“Canadian Securities Regulators” means the applicable Securities Regulator in each of the provinces of Canada;

“Cariboo Gold Project” means the property generally known as the “Cariboo Project” located in the Cariboo Mining District in east-central British Columbia, and as further described in the Cariboo Technical Report;

“Cariboo Technical Report” means the technical report entitled “NI 43-101 Technical Report Feasibility Study for the Cariboo Gold Project, District of Wells, British Columbia, Canada” dated June 11, 2025 (effective date of April 25, 2025);

“Claims” has the meaning ascribed thereto in Section 9.1;

“Closing” means the closing on the Closing Date of the transaction of purchase and sale in respect of the Offered Securities as contemplated by this Agreement and the Subscription Agreements;

“Closing Date” means August 15, 2025, or such other date as the Joint Bookrunners, on behalf of the Underwriters, and the Company may agree upon;

“Closing Time” means 7:30 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Joint Bookrunners, on behalf of the Underwriters, and the Company may agree upon;

“Common Shares” means the common shares in the capital of the Company;

“Company” has the meaning ascribed thereto on the face page of this Agreement;

“Credit Agreement” means the credit agreement dated July 21, 2025, among the Material Subsidiary, as borrower, Appian ODV (Jersey) Ltd, in its capacity as lender and administrative agent, such other lenders party thereto from time to time and TSX Trust Company, in its capacity as collateral agent, as may be amended, restated or supplemented from time to time;

“Debt Instrument” means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which an entity or any of its subsidiaries is a party or by which any of their property or assets are bound, including, without limitation, the Credit Agreement;

“Effectiveness Period” has the meaning ascribed thereto in Section 4.1.1(n)(ii);

“Employee Plans” has the meaning ascribed thereto in Section 5.1.3(b);

“Engagement Letter” means the engagement letter entered into between the Joint Bookrunners and the Company dated July 31, 2025;

“Environmental Laws” means all applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, statutes, ordinances, by-laws and regulations or orders, relating to the protection of the environment, occupational and human health and safety or the treatment, use, processing, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances;

“Exchanges” means, together, the TSXV and the NYSE;

“Exercise Price” has the meaning ascribed thereto on the face page of this Agreement;

“Financial Statements” has the meaning ascribed thereto in Section 5.1.1(z);

“Forward-Looking Information” has the meaning ascribed thereto in Section 5.1.1(ww);

“Government Official” means: (i) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Entity; (ii) any salaried political party official, elected member of political office or candidate for political office; or (iii) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses;

“Governmental Entity” means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

“IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

“including” means including without limitation;

“Indemnified Parties” and “IndemnifiedParty” have the meanings ascribed thereto in Section 9.1;

“Indemnitor” has the meaning ascribed thereto in Section 9.1;

“Investment Agreement” means the investment agreement between the Company and OR Royalties dated November 25, 2020, as amended on September 30, 2022, and as may be further amended from time to time;

“Investor Rights Agreement” has the meaning ascribed thereto on the second page of this Agreement;

“Issue Price” has the meaning ascribed thereto on the face page of this Agreement;

“Joint Bookrunners” has the meaning ascribed thereto on the face page of this Agreement;

“Leased Premises” means the premises which are material to the Company or a Subsidiary and which the Company or a Subsidiary occupies as a tenant;

“Management Services Agreement” means the management services agreement as described in the Public Record between the Company and OR Royalties, and as amended from time to time;

“Material Adverse Effect” means any change, effect, event or occurrence, that is, or would be reasonably expected to be, materially adverse with respect to the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company and its Subsidiaries (taken as a whole);

“Material Agreement” means any material contract, commitment, agreement (written or oral), instrument (including Debt Instruments), joint venture instrument, lease or other document, including option agreement, to which an entity or any of its subsidiaries is a party or by which any of their property or assets are bound;

“Material Subsidiary” means Barkerville Gold Mines Ltd.;

“misrepresentation”, “materialfact”, “material change”, “associate”, and “distribution” have the respective meanings ascribed thereto in the Securities Act (Ontario);

“Money Laundering Laws” has the meaning ascribed thereto in Section 5.1.1(nn);

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“Non-Brokered Private Placement” has the meaning ascribed thereto on the second page of this Agreement;

“NYSE” means the New York Stock Exchange;

“OFAC” means the Office of Foreign Assets Control;

“Offered Securities” has the meaning ascribed thereto on the second page of this Agreement;

“Offering” has the meaning ascribed thereto on the face page of this Agreement;

“OR Royalties” means OR Royalties Inc. (formerly Osisko Gold Royalties Ltd);

“Permit” means any material regulatory approval, licence, permit, approval, consent, certificate, registration, filing or other authorization of or issued by any Governmental Entity under applicable laws, including Environmental Laws;

“person” includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

“Properties” means, collectively, the Cariboo Gold Project, the Tintic Project, the San Antonio Gold Project and the Bonanza Ledge II Project and all of the mining leases, mining claims, option rights or other legal, beneficial or contractual interest, as applicable, together with any operating licences, permits, assets and other property, relating to such properties;

“Public Record” means all information contained in any press release, material change report (excluding any confidential material change report), financial statements, management’s discussion and analysis, annual information form or other document of the Company which has been publicly filed by, or on behalf of, the Company pursuant to Canadian Securities Laws or otherwise by or on behalf of the Company;

“Purchasers” means purchasers who purchase Units pursuant to the Subscription Agreements;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as that term is defined in Rule 144A that is also an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

“Registrable Securities” means the Unit Shares and Warrant Shares purchased by U.S. Purchasers in the Offering where such U.S. Purchasers have fully completed, executed and returned the Selling Shareholder Questionnaire attached to the Subscription Agreement as Schedule “H”;

“Registration Statement” has the meaning ascribed thereto in Section 4.1.1(n)(i);

“Reporting Provinces” means all of the provinces of Canada;

“Rule 144A” means Rule 144A adopted by the SEC under the U.S. Securities Act;

“San Antonio Gold Project” means the property generally known as the “San Antonio Project” located in Sonora, Mexico, west of the Yaqui River and situated largely within the San Javier Mountain Range (Sierra de San Javier) which is part of the Western Sierra Madre, as further described in the Public Record;

“SEC” means the United States Securities and Exchange Commission;

“Securities” means the marketable securities contributed to and held, directly or indirectly, by the Company;

“Securities Regulator” means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction;

“SEDAR+” means the System for Electronic Data Analysis and Retrieval+;

“Selling Jurisdictions” means each of the provinces of Canada, the United States, and such other jurisdictions outside of Canada and the United States as may be agreed to by the Company, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions;

“Subscription Agreements” means, collectively, the subscription agreements in respect of the Units, in the form agreed upon by the Underwriters and the Company pursuant to which Purchasers agree to subscribe for and purchase Units pursuant to the Offering as herein contemplated and shall include, for certainty, all schedules thereto;

“Subsidiaries” means the subsidiaries of the Company, including 7778953 Canada Inc., 7778961 Canada Inc., Sapuchi Minera Holdings Two B.V., Sapuchi Minera, S. de R.L. de C.V., the Material Subsidiary, Bethlehem Resources (1996) Corporation, Compania Minera Osisko (Peru) S.A.C., Compania Minera Osisko Mexico, S.A. de C.V., and the Tintic Subsidiaries, and “Subsidiary” means any one of them;

“subsidiary” has the meaning ascribed thereto in the Act;

“Substituted Purchasers” has the meaning ascribed thereto on the face page of this Agreement;

“Taxes” has the meaning ascribed thereto in Section 5.1.1(kk);

“Tintic Project” means the Trixie Mine, as well as certain mineral claims in Central Utah’s historic Tintic Mining District, held directly or indirectly, by the Company, and as further described in the Tintic Technical Report;

“Tintic Technical Report” means the technical report entitled “NI 43-101 Technical Report, Mineral Resource Estimate for the Trixie Deposit, Tintic Project, Utah, United States of America” dated April 25, 2024 (effective date of March 14, 2024);

“Tintic Subsidiaries” means, collectively, Osisko US Holdco, Inc., Osisko Utah LLC, Chief Consolidated Mining Company, and Tintic Consolidated Metals LLC;

“Transaction Documents” means this Agreement, the Subscription Agreements, and the Warrant Indenture;

“Transfer Agent” means TSX Trust Company in its capacity as transfer agent and registrar of the Company;

“TSXV” means the TSX Venture Exchange;

“U.S. Affiliate” means a U.S. registered broker-dealer affiliated with or appointed by an Underwriter in connection with offers and sales of Units in the Offering to, or for the account or benefit of, persons in the United States and U.S. Persons;

“U.S. Person” means “U.S. person” as that term is defined in Rule 902 of Regulation S under the U.S. Securities Act;

“U.S. Purchaser” means a Purchaser who is (i) in the United States, (ii) a U.S. Person, (iii) subscribing on behalf of, or for the account or benefit of, a person in the United States or a U.S. Person, (iv) received an offer to acquire the Units in the United States, or (v) executed the Subscription Agreement or otherwise placed its order to purchase the Units in the United States;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“Underwriters” has the meaning ascribed thereto on the face page of this Agreement;

“Underwriters’ Expenses” has the meaning ascribed thereto in Section 10.1;

“Underwriters’ Fee” has the meaning ascribed thereto in Section 12.1;

“Underwriters’ Option” has the meaning ascribed thereto on the face page of this Agreement;

“Unit Shares” means the Common Shares (comprising part of the Units) being issued by the Company pursuant to the Offering in accordance with the terms and conditions of this Agreement and the Subscription Agreements;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“Units” has the meaning ascribed thereto on the face page of this Agreement;

“Warrant” means a whole Common Share purchase warrant of the Company (one-half of one Warrant comprising part of a Unit) being issued by the Company pursuant to the Offering in accordance with the terms and conditions of this Agreement and the Subscription Agreements, entitling the holder thereof to purchase, subject to adjustment, one Warrant Share at a price of US$2.56 per Warrant Share for a period of 24 months following the Closing Date, in accordance with the terms and conditions of the Warrant Indenture, and subject to acceleration in accordance with the Warrant Indenture;

“Warrant Agent” means TSX Trust Company in its capacity as warrant agent in respect of the Warrants;

“Warrant Indenture” means the warrant indenture dated August 15, 2025, between the Company and the Warrant Agent, in relation to the Warrants, as may be amended, restated or supplemented from time to time; and

“Warrant Share” means a Common Share issuable upon due exercise of a Warrant, in accordance with the terms of the Warrant Indenture.

1.2          Division and Headings: The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

1.3          In this Agreement, “to the knowledge of the Company” or “to its knowledge” or a similar expression means, unless otherwise expressly stated, a statement as to the actual knowledge of Sean Roosen, Chief Executive Officer of the Company, and Alexander Dann, the Chief Financial Officer of the Company about the facts or circumstances to which such phrase is related, after having made reasonable inquiries and investigations in connection with such facts and circumstances.

1.4          GoverningLaw: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereto irrevocably accept and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

1.5          **Currency:**Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of the United States and all payments to be made hereunder shall be made in such currency.

2.            Natureof Transaction

2.1          Saleon Exempt Basis. The Company understands that although the offer to purchase the Units is being made by the Underwriters, the Underwriters will endeavour to arrange for Substituted Purchasers for the Units, in which case the Company will issue and sell such Units at the Issue Price directly to the Substituted Purchasers, with the effect that such Substituted Purchasers will be the initial Purchasers of the Units. The Underwriters acknowledge that, subject to the terms and conditions contained herein, the Underwriters shall become obligated to purchase or cause to be purchased 58,560,000 Units at the Issue Price for aggregate gross proceeds of US$120,048,000. To the extent that Substituted Purchasers purchase Units at the Closing, the Underwriters obligation to purchase the Units hereunder shall be reduced by the number of Units purchased from the Company by such Substituted Purchasers. Upon and subject to the terms and conditions set forth herein, the Underwriters and the Company, as applicable, shall offer for sale and sell the Units pursuant to the Offering in the Selling Jurisdictions in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from the prospectus requirements of Applicable Securities Laws, such that each of the offer and sale of the Units do not obligate the Company to file a prospectus, a registration statement or other offering document with any Securities Regulator under Applicable Securities Laws (other than the Company’s obligation to file a Registration Statement in accordance with subsection 4.1.1(n) hereof).

2.2          U.S.Sales. The parties to this Agreement acknowledge that the Offered Securities and the Warrant Shares have not been registered under the U.S. Securities Act and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable laws of any applicable state of the United States. The Company and the Underwriters agree that the representations, warranties and covenants contained in Schedule “A” hereto entitled “Compliance with United States Securities Laws” are incorporated by reference in and shall form part of this Agreement with respect to the transactions contemplated by this Agreement.

2.3          **Filings.**The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Securities Regulator in the Selling Jurisdictions (other than the Company’s obligation to file a Registration Statement in accordance with subsection 4.1.1(n) hereof), and the Underwriters agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company.

2.4          Solicitation of Orders. Neither the Company nor the Underwriters shall: (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum or “future-oriented financial information” within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Offered Securities, including but not limited to, causing the sale of the Offered Securities to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Offered Securities whose attendees have been invited by general solicitation or advertising.

3.            Representations,Warranties and Covenants of the Underwriters

3.1          Each Underwriter hereby severally, and neither jointly nor jointly and severally, represents, warrants and covenants to the Company and acknowledges that the Company is relying upon such representations, warranties and covenants in connection with entering into this Agreement, that (and will use its commercially reasonable efforts to cause any members of its selling groups to):

(a)	it will (and, as applicable, will cause its U.S. Affiliate to) conduct activities<br>in connection with the Offering in compliance with all Applicable Securities Laws and all other laws applicable to it (or its Affiliate)<br>and the provisions of this Agreement;
(b)	it has not and will not, directly or indirectly, sell or solicit, offer, sell, trade, distribute or otherwise<br>do any act in furtherance of a trade of the Offered Securities in any country or jurisdiction so as to require registration of the Offered<br>Securities or filing of a prospectus, offering memorandum or similar document with respect thereto (other than the Company’s obligation<br>to file a Registration Statement in accordance with subsection 4.1.1(n) hereof) or subject the Company to any continuous disclosure<br>or other reporting requirements to which it is not currently subject under the Applicable Securities Laws;
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(c)	it has good and sufficient right and authority to enter into this Agreement and complete the transactions<br>contemplated under this Agreement on the terms and conditions set forth herein;
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(d)	it will obtain from each Purchaser a duly completed and executed Subscription Agreement (including all<br>certifications, forms, and other documentation contemplated thereby) and will use its reasonable efforts to obtain all other applicable<br>forms, reports, undertakings and documentation required under Applicable Securities Laws or required by the Company, acting reasonably;
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(e)	it has not and will not, in connection with the Offering, make any representation or warranty with respect<br>to the Company or the Offered Securities except pursuant to (i) the Subscription Agreements; or (ii) any disclosure otherwise<br>expressly authorized in writing by the Company; and
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(f)	it (or its U.S. Affiliate, as applicable) is, and will remain until the completion of the Offering, duly<br>registered pursuant to the provisions of the Applicable Securities Laws and is, and will remain until the completion<br>of the Offering, duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered<br>in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through<br>members of a selling group who are so registered or licensed.
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4.            Covenantsof the Company

4.1          The Company hereby covenants to the Underwriters and to the Purchasers, and acknowledges that each of them is relying on such covenants in entering into this Agreement or purchasing the Offered Securities, respectively, as follows:

4.1.1	Offering
(a)	Due Diligence Process. The Company will, in connection with the Offering, allow the Underwriters<br>and their representatives the opportunity to conduct all due diligence which the Underwriters and their representatives may reasonably<br>require to be conducted prior to the Closing Date and will make available its directors, senior management, technical advisors, audit<br>committee, and legal counsel to conduct such procedures as are reasonably required and to answer the questions of the Underwriters in<br>due diligence meetings to be conducted prior to the Closing Date. The Closing of the Offering shall be conditional upon and subject to<br>the Underwriters and their representatives being satisfied, in their sole discretion, with their due diligence review.
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(b)	Due Diligence Materials. The Company has made available and provided to the Underwriters and their<br>representatives, and, on a timely basis, will make available and provide to the Underwriters and their representatives: all requested<br>corporate and operating records, Material Agreements, technical reports, financial information, budgets and other relevant information<br>necessary in order to complete the due diligence investigation of the business, properties and affairs of the Company and its subsidiaries<br>and the Properties.
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(c)	Closing Deliveries. The Company will use its commercially reasonable efforts to fulfill or cause<br>to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 6.1.
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(d)	Listing of Unit Shares and Warrant Shares. The Company will use its commercially reasonable efforts<br>to obtain the necessary regulatory consents and approvals for the Offering, including the conditional acceptance of the Exchanges for<br>the listing and trading of the Unit Shares and the Warrant Shares on the Exchanges.
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(e)	Issuance of Unit Shares. The Company will ensure that the Unit Shares, upon issuance, shall be<br>duly and validly issued as fully paid and non-assessable Common Shares and shall have the attributes corresponding to the description<br>thereof set forth in this Agreement and the Subscription Agreements.
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(f)	Issuance of Warrants. The Company will ensure that the Warrants upon issuance shall be duly and<br>validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement,<br>the Subscription Agreements, and the Warrant Indenture.
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(g)	Issuance of Warrant Shares. The Company shall ensure, at all times while any Warrants remain outstanding,<br>that sufficient Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Warrants. The Warrant Shares,<br>upon issuance in accordance with the terms of the Warrant Indenture, shall be duly and validly issued as fully paid and non-assessable<br>Common Shares, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture.
(h)	Maintain Reporting Issuer Status. For a period of two years following the Closing Date, the Company<br>will use its commercially reasonable efforts to remain a “reporting issuer” under Canadian Securities Laws, provided that<br>the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Company and provided<br>that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a “reporting<br>issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or<br>the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable<br>corporate and securities laws and the policies of the Exchanges (or any securities exchange, market or trading or quotation facility on<br>which the Common Shares are then listed or quoted).
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(i)	Stock Exchange Listing. The Company will not take any action for a period of two years after the<br>Closing Date which would reasonably be expected to result in the delisting or suspension of its Common Shares on or from either of the<br>Exchanges or on or from any securities exchange, market or trading or quotation facility on which its Common Shares are then listed or<br>quoted, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to<br>the Company and provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company<br>graduating to the Toronto Stock Exchange or ceasing to be listed on either of the Exchanges (or any securities exchange, market or trading<br>or quotation facility on which the Common Shares are then listed or quoted) so long as the holders of Common Shares receive securities<br>of an entity which is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved<br>the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the Exchanges (or<br>any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted).
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(j)	Post-Closing Filings. The Company will execute and file with the Securities Regulators, all forms,<br>notices and certificates required to be filed by the Company pursuant to Applicable Securities Laws, in the time required by the Applicable<br>Securities Laws, including for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth<br>in the opinions delivered to the Underwriters pursuant to the closing conditions set forth in Section 6.1, as are required to be<br>filed by the Company.
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(k)	Standstill. The Company will not, for a period of 120 days following the Closing Date, without<br>the prior written consent of the Joint Bookrunners, such consent not to be unreasonably withheld, conditioned or delayed, issue or sell<br>any Common Shares or securities convertible, exchangeable or exercisable into Common Shares or announce any intention to do so, except<br>for issuances of securities of the Company: (i) to directors, officers, management company<br>employees, consultants and other eligible participants under existing option plans or option agreements or other securities based compensation<br>arrangements; (ii) pursuant to the exercise, conversion or settlement, as the case may be, of incentive securities or other convertible<br>securities of the Company outstanding as of the date of the Engagement Letter, or as disclosed to the Joint Bookrunners at or prior to<br>the date hereof; (iii) to satisfy existing instruments or obligations or under existing agreements issued or entered into prior to<br>the Closing Date; or (iv) as consideration for acquisitions proposed by the Company or any Subsidiary.
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(l)	Lock-Up Agreements. The Company will use commercially reasonable efforts to cause its senior officers,<br>directors and OR Royalties to agree, prior to Closing of the Offering, not to sell, or agree to sell (or announce any intention to do<br>so), any Common Shares or securities exchangeable, exercisable or convertible into or having the right to acquire Common Shares for a<br>period of 120 days following the Closing Date, without the Joint Bookrunners’ prior written consent, which consent will not be unreasonably<br>withheld, other than pursuant to customary carve-outs, including: (i) pursuant to a take-over bid or similar transaction involving<br>a change of control of the Company; (ii) in connection with the exercise, settlement, conversion or redemption of incentive securities<br>issued pursuant to existing option plans or option agreements or other securities based compensation arrangements (including to satisfy<br>tax obligations in connection with such exercise, settlement, conversion or redemption); (iii) in respect of transfers occurring<br>by operation of law or in connection with transactions arising as a result of the death of the director or officer; or (iv) transfers<br>to affiliates of the director or officer, any family members of the director or officer, or any company, trust or other entity owned by<br>or maintained for the benefit of the director or officer, provided that such transferee in the case of (iii) and (iv) agrees<br>to be bound by the lock-up.
(m)	Use of Proceeds. Subject to any circumstances where, for sound business reasons, a reallocation<br>of funds may be prudent or necessary, the Company will use the net proceeds of the Offering and the Non-Brokered Private Placement to<br>fund the broadly distributed equity portion of the capital required to construct the Cariboo Gold Project and for general corporate purposes.
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(n)	U.S. Registration Rights.
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(i)	The Company shall use its commercially reasonable efforts to prepare and file a registration statement<br>(a “Registration Statement”) within 30 days of the Closing Date on Form F-3 (or such other<br>form as may be available to the Company), relating to and providing for the resale of the Registrable Securities on a continuous basis<br>and shall use its commercially reasonable efforts to cause the SEC to declare such Registration Statement effective prior to the date<br>that is four months and one day from the Closing Date; provided, however, that the Company’s obligations to include the Registrable<br>Securities held by a U.S. Purchaser in the Registration Statement are contingent upon such U.S. Purchaser fully completing, executing<br>and delivering a Selling Shareholder Questionnaire in the form attached to the Subscription Agreement as Schedule<br> “H”.
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(ii)	The Company shall promptly prepare and file with the SEC such amendments and supplements to the<br> Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement<br> effective until the earliest of (i) such time as all of the Registrable Securities purchased by the U.S. Purchasers pursuant to<br> the terms of the Subscription Agreements have been sold pursuant to the Registration Statement or (ii) such time as the<br> Registrable Securities become eligible for resale by non-affiliates without any volume limitations or other restrictions pursuant to<br> Rule 144(b)(1)(i) under the U.S. Securities Act or any other rule of similar effect and the Company has removed any<br> legends restricting the resale of such Registrable Securities (the “Effectiveness Period”).
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(iii)	At such time as the Company is obligated to file the Registration Statement with the SEC pursuant to Section 4.1.1(n)(i) hereof,<br>the Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended<br>method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
(A)	The Company shall keep the Registration Statement effective pursuant to Applicable Securities Laws in<br>the United States until the expiration of the Effectiveness Period. The Company shall ensure that the Registration Statement (including<br>any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or<br>omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses,<br>in the light of the circumstances in which they were made) not misleading.
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(B)	The Company shall notify the U.S. Purchasers in writing of the happening of any event, as promptly as<br>practicable after becoming aware of such event, as a result of which the prospectus included in the Registration Statement, as then in<br>effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary<br>to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event<br>shall such notice contain any material, non-public information), and promptly prepare a supplement or amendment to such Registration Statement<br>to correct such untrue statement or omission. The Company shall also promptly notify the U.S. Purchasers in writing (A) of any request<br>by the SEC for amendments or supplements to the Registration Statement, or related prospectus or related information, and (B) of<br>the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate.
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(C)	The Company shall use commercially reasonable efforts to prevent the issuance of any stop order or other<br>suspension of effectiveness of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities<br>for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the<br>earliest possible moment and to notify the U.S. Purchasers of the issuance of such order and the resolution thereof or its receipt of<br>notice of the initiation or threat of any proceeding for such purpose.
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(D)	Neither the Company nor any affiliate thereof shall identify any U.S. Purchaser as an underwriter in any<br>public disclosure or filing with the SEC or any applicable stock exchange without<br>the prior written consent of such U.S. Purchaser, and any U.S. Purchaser being deemed an underwriter by the SEC shall not relieve the<br>Company of any obligations it has under this Agreement or the applicable Subscription Agreement.
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(iv)	The Company shall bear all expenses in connection with the procedures in this Section 4.1.1(n) and<br>the registration of the Registrable Securities pursuant to the Registration Statement, other than brokerage fees and commissions and/or<br>legal fees and expenses incurred by the U.S. Purchasers, if any, in connection with the offering of the Registrable Securities pursuant<br>to the Registration Statement.
(v)	For not more than ten (10) consecutive days in any twelve (12) month period and on no more than two<br>(2) occasions in any twelve (12) month period, the Company may suspend the use of any prospectus included in any Registration Statement<br>contemplated by this Section 4.1.1(n) in the event that the Company determines in good faith that such suspension is necessary<br>to (A) delay the disclosure of material non-public information (within the meaning of Applicable Securities Laws) concerning the<br>Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or<br>(B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement<br>shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to<br>make the statements therein not misleading, or (ii) such prospectus shall not include an untrue statement of a material fact or omit<br>to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not<br>misleading, including in connection with the filing of any post-effective amendment to such Registration Statement in connection with<br>the Company’s filing of an Annual Report on Form 40-F (or Form 20-F) for any fiscal year (an “Allowed Delay”);<br>provided, that the Company shall promptly (a) notify each U.S. Purchaser in writing of the commencement of an Allowed Delay, but<br>shall not (without the prior written consent of a U.S. Purchaser) disclose to such U.S. Purchaser any material non-public information<br>giving rise to an Allowed Delay, (b) advise the U.S. Purchasers in writing to cease all sales under the Registration Statement until<br>the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.
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4.1.2	Distribution Period
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(a)	Full Particulars. During the period commencing on the date hereof and until completion of the distribution<br>of the Offered Securities, the Company will promptly inform the Joint Bookrunners, on behalf of the Underwriters, in writing of the full<br>particulars of:
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(i)	any material change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise)<br>in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise), prospects, capital<br>or ownership of the Company;
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(ii)	any change in any material fact disclosed in the Public Record; and
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(iii)	any material fact in respect of the Company that had not been previously disclosed to the Underwriters.
The Company shall promptly, and in any<br>event within any applicable time limitation, comply, to the satisfaction of the Joint Bookrunners, on behalf of the Underwriters, acting<br>reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change.<br>The Company shall in good faith discuss with the Underwriters any change which is of such a nature that there is reasonable doubt whether<br>notice need be given to the Underwriters pursuant to this section.
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(b)	Press Releases. During the period commencing on the date hereof and<br>until completion of the distribution of the Offered Securities, the Company will promptly provide to the Joint Bookrunners, on behalf<br>of the Underwriters, drafts of any press releases of the Company in respect of the Offering for review by the Underwriters and their counsel<br>prior to issuance, and will not publish those press releases (unless otherwise required by Applicable Securities Laws) except with the<br>prior approval of the Joint Bookrunners, on behalf of the Underwriters, which approval will not be unreasonably withheld or delayed. In<br>addition, if required in order to comply with Applicable Securities Laws in the United States, (i) any press release issued outside<br>the United States by the Company or the Joint Bookrunners concerning the Offering and naming the Underwriters will be marked at the top<br>of the press release, as follows: “Not for dissemination in theUnited States or for Distribution to U.S. newswire services.”, and (ii) any press release issued in the United States will<br>not name any of the Underwriters, and will otherwise comply with Rule 135c under the U.S. Securities Act.
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(c)	Orders, Rulings, etc. The Company will advise the Joint Bookrunners, on behalf of the Underwriters,<br>promptly after receiving notice or obtaining knowledge thereof, of:
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(i)	any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in<br>any securities of the Company (including the Common Shares) that has been issued by any Securities Regulator or of any proceedings that<br>have been instituted, threatened or contemplated, for any such purposes; or
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(ii)	any request of any Securities Regulator for any information, or the receipt by the Company of any communication<br>from any Securities Regulator or any other competent authority relating to the Company, or which may be relevant to the distribution of<br>the Offered Securities;
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and will use its commercially reasonable<br>efforts to prevent the issuance of any order referred to in (i) above or, if any such order is issued, to obtain the withdrawal thereof<br>as promptly as possible.
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(d)	Notice of Breach. During the period commencing on the date hereof and until completion of the distribution<br>of the Offered Securities, the Company shall promptly inform the Joint Bookrunners, on behalf of the Underwriters (and if requested by<br>the Underwriters, confirm such notification in writing), of the full particulars of any breach or potential breach of:
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(i)	any of the covenants in Section Error! Reference source not found. of this A greement; or
(ii)	any of the representations and warranties in Section 5 of this Agreement.
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5.            Representationsand Warranties of the Company

5.1         The Company hereby represents and warrants to the Underwriters and to the Purchasers and acknowledges that they are relying on such representations and warranties in entering into this Agreement or purchasing the Offered Securities, respectively, that:

5.1.1	General Matters
(a)	Good Standing of the Company. The Company: (i) is existing under the Act, and is up-to-date<br>in all material corporate filings and in good standing under the Act; (ii) has all requisite corporate power and capacity to carry<br>on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power<br>and capacity to create, issue and sell, as applicable, the Offered Securities and Warrant Shares and to enter into and carry out its obligations<br>under the Transaction Documents.
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(b)	Good Standing and Ownership of the Subsidiaries. Other than the Securities, the Company does not<br>beneficially own or exercise control or direction over, 10% or more of the outstanding voting shares of any company other than the Subsidiaries.<br>Except as disclosed in the Public Record, the Company beneficially owns, directly or indirectly, all of the issued and outstanding shares<br>in the capital of the Subsidiaries, free and clear of all encumbrances, and the Company is entitled to the full beneficial ownership of<br>all shares in the Subsidiaries. All of such shares in the capital of the Subsidiaries have been duly authorized and validly issued and<br>are outstanding as fully paid and non-assessable shares free and clear of any liens. None of the outstanding securities of any Subsidiaries<br>were issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiaries. Other than pursuant to the<br>Credit Agreement, there exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company<br>to sell, transfer or otherwise dispose of any securities of any Subsidiary.
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(c)	Good Standing of Subsidiaries. Each of the Subsidiaries: (i) has been duly incorporated or<br>otherwise duly exists in its jurisdiction of existence, is up-to-date in all material corporate filings and in good standing under the<br>laws of such jurisdiction, (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own,<br>lease and operate its properties and assets, respectively; and (iii) is duly qualified to transact business in each jurisdiction<br>in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.
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(d)	Only Material Subsidiary. The Material Subsidiary is the only material direct or indirect subsidiary<br>of the Company.
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(e)	Carrying on Business. Each of the Company and the Subsidiaries is, in all material respects,<br>conducting its business in compliance with all applicable laws, rules and regulations (including all material applicable federal,<br>provincial, state, municipal, and local environmental anti-pollution and<br>licensing laws, regulations and other lawful requirements of any governmental or regulatory body, including but not limited to relevant<br>exploration, concessions and permits) of each jurisdiction in which its business is carried on and is licensed, registered or qualified<br>in all jurisdictions in which it owns, leases or operates its properties or carries on business to enable its business to be carried on<br>as now conducted and proposed to be conducted and its properties and assets to be owned, leased and operated and all such licences, registrations<br>and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has<br>reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits.
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(f)	No Proceedings for Dissolution. No proceedings have been taken, instituted or, are pending<br>for the dissolution, liquidation or winding up of the Company or the Subsidiaries, other than for greater certainty, the liquidations<br>of Williams Creek Gold Limited, 0847423 BC Ltd., Tintic Utah Metals LLC, Chief Reversion LLC and Chief Gold Mines, Inc., which have<br>been completed, and the liquidation of Minera El Patron, S.A. de C.V., which has been authorized and presently ongoing.
(g)	Absence of Breach or Default. The Company is not in breach or default of, and the execution<br>and delivery of the Transaction Documents, and the performance by the Company of its obligations hereunder or thereunder, the issue and<br>sale of the Offered Securities, and the creation and issue of the Warrant Shares upon due exercise of the Warrants and the consummation<br>of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the<br>terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (i) any statute, rule or<br>regulation applicable to the Company, including Applicable Securities Laws; (ii) the constating documents, articles or resolutions<br>of the Company which are in effect at the date hereof; (iii) any Material Agreement or Debt Instrument; or (iv) any judgment,<br>decree or order binding the Company or the Subsidiaries or the properties or assets of the Company or the Subsidiaries.
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(h)	Freedom to Compete. Neither the Company nor the Subsidiaries is a party to or bound or affected<br>by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company or the Subsidiaries<br>to compete in any line of business, transfer or move any of its assets or operations or which would have a Material Adverse Effect.
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(i)	Share Capital of the Company. The Company is authorized to issue an unlimited number of<br>Common Shares without par value, of which, as of the close of business on August 14, 2025, 138,044,767 Common Shares were outstanding<br>as fully paid and non-assessable shares of the Company.
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(j)	Absence of Rights. Other than pursuant to the Investment Agreement, any convertible securities<br>outstanding on the date hereof as disclosed in the Public Record, or rights to acquire securities outstanding pursuant to the Company’s<br>security based compensation plans in existence on the date hereof, or in connection with this Offering and the Non-Brokered Private Placement,<br>no person has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement<br>for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations<br>of any nature of the Company, and the Offered Securities<br>and the Warrant Shares upon issuance, will not be issued in violation of or subject to any pre-emptive rights or contractual rights to<br>purchase securities issued by the Company.
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(k)	Common Shares are Listed. The currently issued and outstanding Common Shares are listed<br>and posted for trading on the Exchanges and no order ceasing or suspending trading in the Common Shares or prohibiting the sale of the<br>Offered Securities has been issued, and to the knowledge of the Company, no proceedings for such purpose have been threatened or are pending.
(l)	Stock Exchange Compliance. The Company has not taken any action which would be reasonably<br>expected to result in the delisting or suspension of the Common Shares on or from either of the Exchanges and the Company is currently<br>in compliance, in all material respects, with the rules and regulations of the Exchanges.
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(m)	Reporting Issuer Status. The Company is a “reporting issuer” or the equivalent<br>thereof, not included in a list of defaulting reporting issuers maintained by the Securities Regulators in each of the Reporting Provinces,<br>and in particular, without limiting the foregoing, the Company has complied, in all material respects, with its obligations to make timely<br>disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the<br>Company which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as<br>applicable, has not been filed with the Securities Regulators in each of the Reporting Provinces.
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(n)	Continuous Disclosure. From and after December 31, 2022, the Company is in compliance in all<br>material respects with its timely and continuous disclosure obligations under Applicable Securities Laws, including insider reporting<br>obligations, and, without limiting the generality of the foregoing, there has been no material change that has occurred since December 31,<br>2022, which has not been publicly disclosed. The information and statements in the Public Record since December 31, 2022 were true<br>and correct in all material respects as of the respective dates of such information and statements and at the time any such documents<br>were filed on SEDAR+ and, except as may have been corrected by subsequent disclosure, do not contain any misrepresentations and no material<br>facts have been omitted therefrom which would make such information materially misleading. The Company has not filed any confidential<br>material change reports which remain confidential as at the date hereof. To the knowledge of the Company, there are no circumstances presently<br>existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary<br>Market Disclosure of the Securities Act (Ontario) and analogous provisions under Applicable Securities Laws.
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(o)	No Voting Control. Except as provided under the Investment Agreement and the Investor Rights Agreement,<br>the Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control<br>of any of the securities of the Company or the Subsidiaries.
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(p)	Transfer Agent and Warrant Agent. The Transfer Agent has been duly appointed as the registrar and<br>transfer agent in respect of the Common Shares, and the Warrant Agent will, at the Closing Time, be duly appointed as the warrant agent<br>in respect of the Warrants.
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(q)	Corporate Actions. All necessary corporate action has been taken or will have been taken<br>prior to the Closing Time by the Company so as to: (i) validly issue the Unit Shares as fully paid and non-assessable Common Shares;<br>(ii) validly create, authorize and issue the Warrants on Closing; and (iii) allot and authorize the issuance of the Warrant<br>Shares as fully paid and non-assessable Common Shares upon the due exercise of the Warrants in accordance with the terms of the Warrant<br>Indenture.
(r)	Valid and Binding Documents. Each of the execution and delivery of each of the Transaction Documents<br>and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the<br>Company and upon the execution and delivery thereof shall constitute valid and binding obligations of the Company, enforceable against<br>the Company in accordance with their respective terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and<br>other laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in<br>the discretion of a court of competent jurisdiction, and that the provisions relating to indemnity, contribution and waiver of contribution<br>may be unenforceable and that enforceability may be limited by applicable laws in effect in the province of Ontario.
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(s)	All Consents and Approvals. All consents, approvals, permits, authorizations or filings<br>as may be required under Applicable Securities Laws necessary for: (i) the execution and delivery of the Transaction Documents; (ii) the<br>issuance, creation, sale and delivery, as applicable, of the Unit Shares, the Warrants, and the Warrant Shares; and (iii) the consummation<br>of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, other than filings required to be submitted<br>within the applicable time frame pursuant to Applicable Securities Laws.
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(t)	Validly Issued Unit Shares. The Unit Shares have been duly and validly authorized for issuance<br>and sale and when issued and delivered by the Company pursuant to this Agreement, against payment of the consideration set forth herein,<br>the Unit Shares will be validly issued as fully paid and non-assessable Common Shares.
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(u)	Validly Issued Warrants. The Warrants have been duly and validly created and authorized for issuance<br>and sale and when issued and delivered by the Company pursuant to this Agreement and the Warrant Indenture, against payment of the consideration<br>set forth herein, the Warrants will be validly issued.
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(v)	Validly Authorized Warrant Shares. The Warrant Shares to be issued have been duly and validly authorized<br>and reserved for issuance and, upon exercise of the Warrants in accordance with their terms and when issued and delivered by the Company,<br>the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.
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(w)	Material Agreements. With respect to the Material Agreements and Debt Instruments:
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(i)	all Material Agreements and Debt Instruments of the Company and the Subsidiaries required to be filed<br>in accordance with section 12.2 of NI 51-102 have been disclosed in the Public Record;
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(ii)	all of the Material Agreements and Debt Instruments are valid, subsisting, in good standing and in full<br>force and effect, enforceable in accordance with the terms thereof; and
(iii)	neither the Company nor any Subsidiary is in material violation, breach or default nor has the Company<br>or any Subsidiary received any notification from any party claiming that the Company or any Subsidiary is in material violation, breach<br>or default under any Material Agreement or Debt Instrument and no other party, to the knowledge of the Company, is in material breach,<br>violation or default of any term under any Material Agreement or Debt Instrument.
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(x)	Acquisitions and Dispositions. Since December 31, 2022, all acquisitions, dispositions,<br>amalgamations, reorganizations, and other corporate transactions completed by the Company or any Subsidiary, have been, if required, disclosed<br>in the Public Record, were completed in material compliance with all applicable corporate and securities laws and all necessary corporate<br>and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained and complied<br>with.
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(y)	No Actions or Proceedings. There are no material actions, proceedings or investigations<br>(whether or not purportedly by or on behalf of the Company or the Subsidiaries) currently outstanding, or to the knowledge of the Company,<br>threatened or pending, against the Company or the Subsidiaries at law or in equity (whether in any court, arbitration or similar tribunal)<br>or before or by any Governmental Entity. There are no judgments or orders against the Company or the Subsidiaries which are unsatisfied,<br>nor are there any consent decrees or injunctions to which the Company or the Subsidiaries or its Properties or assets, are subject.
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(z)	Financial Statements. The audited annual consolidated financial statements of the Company<br>for the years ended December 31, 2024 and 2023, and the notes thereto and auditor’s report thereon, and the unaudited condensed<br>interim consolidated financial statements of the Company for the three and six months ended June 30, 2025 and 2024, and the notes<br>thereto (collectively, the “Financial Statements”), contain no misrepresentations, present fairly, in all material<br>respects, the financial position of the Company (on a consolidated basis) for the periods then ended and have been prepared in accordance<br>with IFRS, applied on a consistent basis throughout the periods involved.
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(aa)	No Material Changes. Except as disclosed in the Public Record, since December 31, 2024:
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(i)	there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent<br>or otherwise), business, condition (financial or otherwise) or results of operations of the Company (on a consolidated basis), as applicable;
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(ii)	there has not been any material change in the capital stock or long-term debt of the Company or the Subsidiaries,<br>as applicable; and
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(iii)	the Company and the Subsidiaries, as applicable, have carried on its business in the ordinary course.
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(bb)	No Off-Balance Sheet Arrangements. There are no material off-balance sheet transactions, arrangements,<br>obligations (including contingent obligations) or liabilities of the Company or the Subsidiaries which are required to be disclosed and<br>are not disclosed or reflected in the Financial Statements.
(cc)	Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal<br>accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s<br>general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in<br>conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s<br>general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable<br>intervals and appropriate action is taken with respect to any differences. The Company is in compliance, in all material respects, with<br>National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities<br>Administrators, as applicable to the Company.
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(dd)	Accounting Policies. There has been no change in accounting policies or practices of the<br>Company since December 31, 2024.
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(ee)	Purchases and Sales. Neither the Company nor the Subsidiaries has approved or has entered into<br>any agreement in respect of, and does not have any knowledge of:
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(i)	the purchase of any material property or any interest therein, or the sale, transfer or other disposition<br>of any material property or any interest therein currently owned, directly or indirectly, by the Company or the Material Subsidiary whether<br>by asset sale, transfer of shares, or otherwise;
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(ii)	the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the<br>assets of the Company or otherwise) of the Company or the Material Subsidiary; or
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(iii)	a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly,<br>10% or more of the outstanding Common Shares or shares of the Material Subsidiary.
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(ff)	No Loans or Non-Arm’s Length Transactions. Except as disclosed in the Public Record, neither<br>the Company nor the Subsidiaries is a party to any Debt Instrument or has any material loans or other material indebtedness outstanding<br>which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s<br>length with the Company or the Subsidiaries.
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(gg)	Dividends. Except as outlined in the Credit Agreement, there is not, in the constating documents<br>of the Company or the Subsidiaries or in any Material Agreement, or other instrument or document to which the Company or the Subsidiaries<br>is a party, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or the Subsidiaries or<br>the payment of dividends by the Company or the Subsidiaries to the holders of the Common Shares.
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(hh)	Independent Auditors. The Company’s auditors who audited the annual consolidated financial<br>statements of the Company for the years ended December 31, 2024 and 2023, are independent public accountants as required by the Applicable<br>Securities Laws and no “reportable event” (within the meaning of NI 51-102) has occurred.
(ii)	Insurance. The assets of the Company, the Material Subsidiary and their respective business<br>and operations are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably<br>prudent participants in comparable businesses, and such coverage is in full force and effect, and neither the Company nor the Material<br>Subsidiary have failed to promptly give any notice or present any material claim thereunder.
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(jj)	Leased Premises. With respect to each of the Leased Premises, the Company or Subsidiary,<br>as applicable, occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant<br>to which the Company or Subsidiary occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations<br>pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company,<br>will not afford any of the parties to such leases or any other person the right to terminate any such lease or result in any additional<br>or more onerous obligations under such leases.
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(kk)	Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax,<br>workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments,<br>deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto<br>(collectively, “Taxes”) due and payable by the Company or any Subsidiary have been paid, except where the failure to<br>do so would not reasonably be expected to give rise to a Material Adverse Effect. All tax returns, declarations and filings required to<br>be filed by the Company and the Subsidiaries have been timely filed with all appropriate governmental authorities and no material fact<br>or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Company, no examination of any tax<br>return of the Company or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any governmental<br>authority respecting any taxes that have been paid, or may be payable, by the Company or any Subsidiary, except where such examinations,<br>issues or disputes, individually or collectively, would not reasonably be expected to have a Material Adverse Effect.
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(ll)	Material Compliance with Laws. Each of the Company and the Material Subsidiary are, in all<br>material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in<br>which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its<br>properties or carry on business to enable their business to be carried on as now conducted and its properties and assets to be owned,<br>leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not<br>received a notice of non-compliance, nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of<br>non-compliance with any such laws, regulations or permits which could have a Material Adverse Effect and will at the Closing Time be valid,<br>subsisting and in good standing.
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(mm)	Anti-Bribery Laws. Neither the Company nor any Subsidiary has, and to the knowledge of the<br>Company, no director, officer, employee, consultant, representative or agent of the foregoing has, (i) violated<br>any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the U.S. Foreign Corrupt Practices Act<br>of 1977 and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay, or authorized<br>the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is<br>reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for<br>the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official<br>to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official<br>to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company in obtaining or<br>retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or<br>have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful<br>or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary has, nor, to the knowledge of<br>the Company, has any director, officer, employee, consultant, representative or agent of the foregoing, (i) conducted or initiated<br>any review, audit, or internal investigation that concluded the Company, the Subsidiaries, or any director, officer, employee, consultant,<br>representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed,<br>or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with<br>respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request,<br>or citation from any person alleging non-compliance with any such laws.
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(nn)	Anti-Money Laundering. The operations of the Company and the Subsidiaries are and have been<br>conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (MoneyLaundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and<br>regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental<br>Entity (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental<br>Entity or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,<br>threatened.
(oo)	OFAC Requirements. Neither the Company nor any Subsidiary has been, nor to the knowledge<br>of the Company, has any director, officer, agent, employee, affiliate or person acting on behalf of the Company or any Subsidiary been<br>or is currently subject to any United States sanctions administered by the OFAC; and the Company will not directly or indirectly use any<br>proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to the Company or to any affiliated entity, joint<br>venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any<br>of the sanctions of the United States administered by OFAC.
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(pp)	Directors and Officers. To the knowledge of the Company, none of the directors or<br> officers of the Company or the Material Subsidiary are now, or have ever been, (i) subject to an order or ruling of any<br> securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public<br> company or of a company listed on a particular<br>stock exchange, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Company or any other<br>public company.
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(qq)	Related Parties. Except for the Investment Agreement, the Management Services Agreement or as disclosed<br>in the news release of the Company dated January 25, 2022 in the Public Record, none of the directors, officers or employees of the<br>Company or any Subsidiary, any known holder of more than 10% of any class of shares of the Company or any Subsidiary, or any known associate<br>or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction<br>since November 23, 2020 or any proposed material transaction with the Company or any Subsidiary which, as the case may be, materially<br>affected, is material to or will materially affect the Company and the Subsidiaries.
(rr)	Fees and Commissions. Other than the Underwriters (or any members of their selling group) pursuant<br>to this Agreement, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, finder,<br>underwriting, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.
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(ss)	Entitlement to Proceeds. Other than the Company, there is no person that is or will be entitled<br>to the proceeds of the Offering, including under the terms of any Debt Instrument, Material Agreement, or other instrument or document<br>(written or unwritten).
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(tt)	Sufficiency of Proceeds and Other Funds. The Company reasonably believes that the net proceeds<br>of the Offering and the Non-Brokered Private Placement, together with the net proceeds that may be drawn under the Credit Agreement, as<br>well as indications of interest from commodity traders seeking high-quality concentrate off-take, and other potential financing arrangements<br>that the Company is actively negotiating, will provide sufficient funding to construct the Cariboo Gold Project.
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(uu)	Minute Books and Records. The minute books and records of the Company and the Material Subsidiary<br>contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors (and<br>committees thereof) and are complete in all material respects.
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(vv)	Full Disclosure. All information which has been prepared by the Company relating to the<br>Company, the Subsidiaries and any of their business, properties and liabilities, and either publicly disclosed or provided to the Underwriters<br>and the Public Record is, as of the date of such information, true and correct in all material respects, and no fact or facts have been<br>omitted therefrom which would make such information misleading.
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(ww)	Forward-Looking Information. With respect to forward-looking information and forward-looking<br> statements (each within the meaning of Applicable Securities Laws) (together “Forward-Looking Information”) contained in<br> the Public Record:
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(i)	the Company had a reasonable basis for the Forward-Looking Information at the time the disclosure was<br>made;
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(ii)	all Forward-Looking Information is identified as such, and all such documents caution users of Forward-Looking<br>Information that actual results may vary from the Forward-Looking Information, identify material risk factors that could cause actual<br>results to differ materially from the Forward-Looking Information, and state the material factors or assumptions used to develop the Forward-Looking<br>Information;
(iii)	the future-oriented financial information or financial outlook contained therein is limited to a period<br>for which the information can be reasonably estimated; and
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(iv)	the Company has updated such Forward-Looking Information as required by and in compliance with Applicable<br>Securities Laws.
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5.1.2	Mining and Environmental Matters
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(a)	Only Material Property. The Cariboo Gold Project is the only material property which the<br>Company directly or indirectly owns.
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(b)	Properties and Assets. The Company and the Subsidiaries are the absolute legal and beneficial<br>owners of and have good and marketable title to, all of the properties or assets thereof as described in the Public Record, including<br>the Properties, such properties and assets are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims<br>or demands whatsoever (other than as described in the Public Record in respect of the Cariboo Gold Project), and no other property rights<br>(including surface or access rights) are necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted<br>or contemplated to be conducted. The Company does not know of any claim or basis for any claim that might or could adversely affect the<br>right of the Company or the Subsidiaries to use, transfer, access or otherwise exploit such property rights; and, except as disclosed<br>in the Public Record, the Company does not have a responsibility or obligation to pay any commission, royalty, licence fee or similar<br>payment to any person with respect to the property rights thereof.
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(c)	Material Properties and Mining Rights. Except in respect of certain surface rights at the<br>San Antonio Gold Project, the Company and the Subsidiaries hold either freehold title, mining leases, mining concessions, mining claims<br>or other conventional property, proprietary or contractual interests or rights, including access and surface rights, recognized in the<br>jurisdiction in which the Properties are located in respect of the ore bodies and specified minerals located in the Properties in which<br>the Company and the Subsidiaries have an interest as described in the Public Record under valid, subsisting and enforceable title documents<br>or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Subsidiaries to access the Properties<br>and explore and exploit the minerals relating thereto as are appropriate in view of their respective rights and interests therein; all<br>such properties, leases, concessions or claims in which the Company and the Subsidiaries have any interests or rights have been validly<br>located and recorded in accordance with all applicable laws and are valid, subsisting and in good standing and neither the Company nor<br>any Subsidiary is in default of any of the material provisions of any such agreements, including failure to fulfill any payment or work<br>obligation thereunder, nor has any such default been alleged.
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(d)	Valid Title Documents. Any and all of the agreements and other documents and instruments<br>pursuant to which the Company or any Subsidiary holds its properties and assets (including any option agreement or any interest in, or<br>right to earn an interest in, any properties), including the Properties, are valid and subsisting agreements, documents or instruments<br>in full force and effect, enforceable in accordance with the terms thereof, and neither Company nor any Subsidiary is in default of any<br>of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged. The Properties (and<br>any option agreement or any interest in, or right to earn an interest in, such Properties) are not subject to any right of first refusal<br>or purchase or acquisition rights.
(e)	Cariboo Gold Project Title Opinion. Other than (i) on account of the passage of time, and<br>(ii) any changes resulting from the Credit Agreement and the transactions contemplated thereunder, the Company is not aware of any<br>facts or circumstances that would result in the title opinion in respect of the Cariboo Gold Project that was delivered in connection<br>with entering into the Credit Agreement being untrue or incorrect in any material respect if it were delivered as of the date hereof.
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(f)	No Restrictions. There are no restrictions imposed by any applicable law or by agreement which<br>materially conflict with the proposed development, operation (including, but not limited to, in respect of commercial production related<br>mining activities), and maintenance of the Cariboo Gold Project.
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(g)	No Liens. Neither the Company nor any Subsidiary has received written notice of any claims<br>for construction liens or other liens, charges, encumbrances, security interests or adverse claims with respect to work or services performed<br>or materials supplied to, on or in connection with the Cariboo Gold Project other than liens or encumbrances imposed in the ordinary course<br>of business.
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(h)	No Outstanding Payments. All rentals, payments and obligations (including but not limited<br>to maintenance for the Properties), royalties, overriding royalty interests, production payments, net profits, interest burdens and other<br>payments due or payable on or prior to the date hereof under or with respect to the Cariboo Gold Project have been properly recorded and/or<br>timely paid.
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(i)	Possession of Permits and Authorizations. The Company and the Material Subsidiary have obtained<br>all Permits necessary to carry on the business of the Company and the Material Subsidiary as it is currently conducted. The Company and<br>the Material Subsidiary are in compliance with the terms and conditions of all Permits except where non-compliance would not reasonably<br>be expected to have a Material Adverse Effect. All of the Permits issued to date are valid, subsisting, and in good standing and all Permits<br>issued to date remain in full force and effect and neither the Company nor the Material Subsidiary has received any notice of proceedings<br>relating to the revocation or modification of any such Permits nor any notice advising of the refusal to grant any Permit that has been<br>applied for or is in process of being granted.
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(j)	No Expropriation. No part of the Properties or the mining rights or Permits of the Company<br>or the Material Subsidiary have been taken, revoked, condemned, or expropriated by any Governmental Entity nor has any written notice<br>or proceedings in respect thereof been given, or to the knowledge of the Company, been commenced, threatened, or is pending, nor does the Company have any<br>knowledge of the intent or proposal to give such notice or commence any such proceedings.
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(k)	No Indigenous Claims. Except as disclosed in the Public Record, there are no claims or actions<br>with respect to indigenous rights currently outstanding, or to the knowledge of the Company, threatened or pending, with respect to the<br>Properties. There are no land entitlement claims having been asserted or any legal actions relating to indigenous issues having been instituted<br>with respect to the Properties, and no material dispute in respect of the Properties with any local or indigenous group exists or, to<br>the knowledge of the Company and the Subsidiaries, is threatened or imminent.
(l)	Community Relationships. Except as disclosed in the Public Record, the Company and the Subsidiaries<br>maintain good relationships with the communities and persons affected by or located on the Cariboo Gold Project in all material respects,<br>and there are no material complaints, issues, proceedings, or discussions, which are ongoing or anticipated which could have the effect<br>of interfering, delaying or impairing the ability to explore, develop and operate the Cariboo Gold Project.
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(m)	Government Relationships. The Company and the Subsidiaries maintain good relations with<br>all Governmental Entities in the jurisdiction in which the Cariboo Gold Project is located, or in which such parties otherwise carry on<br>their business or operations. To the knowledge of the Company, except as disclosed in the Public Record, there exists no condition or<br>state of fact or circumstances in respect thereof, that would prevent the Company or the Subsidiaries from conducting its business and<br>activities in connection with the Cariboo Gold Project, in all material respects, as currently conducted and there exists no actual or,<br>to the knowledge of the Company, threatened termination, limitation, modification or material change in the working relationship with<br>any Governmental Entities.
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(n)	Environmental Matters.
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(i)	the Company and the Subsidiaries are in material compliance with all Environmental Laws and all operations<br>on the Properties carried out by or on behalf of the Company and the Subsidiaries have been conducted in compliance with Environmental<br>Laws except where non-compliance would not reasonably be expected to have a Material Adverse Effect;
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(ii)	neither the Company nor any Subsidiary has used, except in material compliance with all Environmental<br>Laws and Permits, any properties or facilities which it owns or leases or previously owned or leased, to generate, manufacture, process,<br>distribute, use, treat, store, dispose of, transport, or handle any hazardous substance;
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(iii)	the Company and the Subsidiaries have not, and to the knowledge of the Company, no predecessor of the Company or any Subsidiary has, received any notice of, or been prosecuted for an offence alleging, material non-compliance with any laws, ordinances, regulations and orders, including Environmental Laws, and the Company and the Subsidiaries have not, nor to the knowledge of the Company, has any predecessor company, settled any allegation of non-compliance short of prosecution. Except in respect of closure and reclamation plans for the Cariboo Gold Project as disclosed to the Underwriters in writing, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or the Subsidiaries nor has the Company or any Subsidiary received notice of any of the same;
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(iv)	there have been no past unresolved claims, complaints, notices or requests for information received by<br>the Company or any Subsidiary with respect to any alleged material violation of any Environmental Laws, and to the knowledge of the Company,<br>none that are threatened or pending; and no conditions exist at, on or under any properties now or previously owned, operated or leased<br>by the Company or any Subsidiary which, with the passage of time, or the giving of notice or both, would give rise to liability under<br>any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or would have a Material Adverse<br>Effect;
(v)	except as ordinarily or customarily required by applicable permit, neither the Company nor any Subsidiary<br>has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal<br>or local clean-up site or corrective action under any law including any Environmental Laws. The Company and the Subsidiaries have not<br>received any request for information in connection with any federal, provincial, state, municipal or local inquiries as to disposal sites;
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(vi)	there are no environmental audits, evaluations, assessments, studies or tests relating to the Company<br>or the Subsidiaries except for ongoing assessments conducted by or on behalf of the Company or the Subsidiaries in the ordinary course;<br>and
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(vii)	there are currently no pending or threatened administrative, regulatory or judicial actions, suits, demands,<br>demand letters, claims, liens, notices of material non-compliance or violation, investigation or proceedings relating to any Environmental<br>Laws against the Company or any Subsidiary.
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(o)	Scientific and Technical Information. The Company and the Subsidiaries are in material compliance<br>with the provisions of NI 43-101 and the Company has filed all technical reports required to be filed by it under NI 43-101. The Cariboo<br>Technical Report remains current and complies, in all material respects, with the requirements of NI 43-101, and there is no new material<br>scientific or technical information concerning the Cariboo Gold Project since the date thereof that would require a new technical report<br>in respect of such property to be issued under NI 43-101. The Company and the Subsidiaries, or to the knowledge of the Company, any predecessor<br>thereof, made available to the authors of the Cariboo Technical Report, prior to the issuance thereof, for the purpose of preparing such<br>report, all information requested by such authors and none of such information contained any misrepresentation at the time such information<br>was provided. The information set forth in the Public Record relating to scientific and technical information, including the estimates<br>of the mineral resources and mineral reserves of the Cariboo Gold Project, have been prepared in accordance with Canadian industry standards<br>set forth in NI 43-101 and in compliance with Canadian Securities Laws. The method of estimating the mineral resources and mineral reserves<br>has been verified by mining experts who are “qualified persons” (within the meaning of NI 43-101), all material assumptions<br>underlying the mineral resource and mineral reserve estimates are reasonable and appropriate, the information upon which<br>the estimates of mineral resources and mineral reserves were based, was, at the time of delivery thereof, complete and accurate in all<br>material respects and there have been no material changes to such information since the date of delivery or preparation thereof.
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(p)	Compliance with Flow-Through Obligations. The Company is not, and has never been, in default of<br>any of its legal obligations in respect of any “flow-through share” financings previously undertaken by the Company.
5.1.3	Employment Matters
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(a)	Employment Laws. The Company and the Subsidiaries are in material compliance with all federal,<br>national, regional, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of<br>employment, workers’ compensation, occupational health and safety and pay equity and wages. There are no material claims, complaints,<br>outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation,<br>employment standards legislation, workers’ compensation legislation, occupational health and safety legislation or similar legislation<br>nor has any event occurred which may give rise to any of the foregoing.
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(b)	Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing,<br>stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave,<br>disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to<br>be contributed to, by the Company or any Subsidiary for the benefit of any current or former director, officer, employee, or consultant<br>of the Company or any Subsidiary, as applicable (the “Employee Plans”) has been maintained in compliance with its terms<br>and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee<br>Plans, in each case in all material respects and has been publicly disclosed to the extent required by Applicable Securities Laws.
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(c)	Record-Keeping. All material accruals for unpaid vacation pay, premiums for unemployment<br>insurance, health premiums, federal or provincial or state pension plan premiums, accrued wages, salaries and commissions and employee<br>benefit plan payments have been reflected in the books and records of the Company and the Subsidiaries.
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(d)	Labour Matters. There is not currently any labour disruption, dispute, slowdown, stoppage,<br>complaint, or grievance outstanding, or to the knowledge of the Company, threatened or pending, against the Company or any Subsidiary<br>which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company or any Subsidiary<br>and no union representation question exists respecting the employees of the Company or any Subsidiary and no collective bargaining agreement<br>is in place or currently being negotiated by the Company or any Subsidiary.
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(e)	No Work Stoppage or Interruptions. There is not currently any actions, proceedings,<br>inquiries, disruptions, protests, blockades or initiatives by non-governmental organizations, activist groups or similar entities or persons,<br>that are ongoing or anticipated which did or could materially adversely affect the ability<br>to explore, develop and operate the Cariboo Gold Project.
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6.            Conditionsto Closing

6.1          The following are conditions to the completion of the Underwriters’ obligations as contemplated in this Agreement, which conditions shall have been fulfilled by the Company on or prior to the Closing Time, other than as may be waived in writing in whole or in part by the Joint Bookrunners, on behalf of the Underwriters:

(a)	The board of directors of the Company will have authorized and approved the Transaction Documents and<br>the Offering and all matters relating to the foregoing.
(b)	The Underwriters shall have received a certificate dated the Closing Date, signed by appropriate officers<br>of the Company, addressed to the Underwriters, with respect to: (i) the<br>constating documents of the Company, (ii) all resolutions of the Company’s board of directors relating to the Offering and<br>the Transaction Documents and the transactions contemplated hereby and thereby, and (iii) the incumbency and specimen signatures<br>of signing officers of the Company, in the form of a certificate of incumbency and such further certificates and other documentation as<br>may be contemplated in this Agreement or as the Underwriters may reasonably require.
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(c)	The Underwriters shall have received a certificate dated the Closing Date, signed by the Chief Executive<br>Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable<br>to the Underwriters, acting reasonably, addressed to the Underwriters and in form and content satisfactory to the Joint Bookrunners, on<br>behalf of the Underwriters, acting reasonably, certifying for and on behalf of the Company and without personal liability, that:
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(i)	no order, ruling or determination having the effect of suspending the sale of the Offered Securities or<br>any securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and<br>no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened<br>by any regulatory authority;
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(ii)	there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise)<br>in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and the Subsidiaries, on<br>a consolidated basis, since December 31, 2024 to the date of this Agreement;
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(iii)	no default or event of default exists and is then continuing under any of the Transaction Documents and<br>no event exists that, but for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition after that<br>event, would constitute a default or event of default under any of the Transaction Documents;
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(iv)	the representations and warranties of the Company contained in this Agreement are true and correct in<br>all material respects at the Closing Time, with the same force and effect as if made by the Company as at the Closing Time after<br>giving effect to the transactions contemplated hereby; and
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(v)	the Company has complied in all material respects with all the covenants and satisfied all the terms and<br>conditions of this Agreement on its part to be complied with or satisfied prior to the Closing Time, other than conditions which have<br>been waived by the Underwriters.
(d)	The Underwriters shall have received a favourable legal opinion addressed to the Underwriters and the<br>Purchasers, in form and substance satisfactory to the Underwriters’ counsel, acting reasonably, dated the Closing Date, from Bennett<br>Jones LLP, counsel to the Company, and where appropriate, from local counsel in the other applicable jurisdictions, which counsel in turn<br>may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following<br>matters:
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(i)	as to the Company validly existing under the Act and having the requisite corporate power and capacity<br>under the Act to carry on its business as presently carried on and to own its properties and assets;
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(ii)	as to the Material Subsidiary having been incorporated and is a valid and existing company under the laws<br>of its jurisdiction and as to it having the requisite corporate power and capacity under the laws of its jurisdiction to carry on its<br>business as presently carried on and to own its properties and assets;
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(iii)	as to the authorized and issued capital of the Company and the Material Subsidiary, and in respect of<br>the Material Subsidiary, the holder of the issued capital of the Material Subsidiary;
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(iv)	as to the corporate power and authority of the Company to carry out its obligations under the Transaction<br>Documents and to issue the Offered Securities and the Warrant Shares and grant the Underwriters’ Option;
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(v)	all necessary corporate action has been taken by the Company to authorize the execution and delivery of<br>the Transaction Documents as well as the performance of its obligations thereunder and hereunder;
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(vi)	the Transaction Documents have been duly executed and delivered by the Company, and constitute legal,<br>valid and binding obligations of the Company enforceable against it in accordance with their respective terms;
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(vii)	the execution and delivery of the Transaction Documents and the performance by the Company of its obligations<br>thereunder does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts<br>which, after notice or lapse of time or both, will result in a breach of or constitute a default under any term or provision of the constating<br>documents of the Company, the Act or Canadian Securities Laws;
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(viii)	the Unit Shares have been duly and validly issued as fully paid and non-assessable Common Shares;
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(ix)	the Warrants have been duly and validly created and issued;
(x)	the Warrant Shares have been validly authorized and allotted for issuance and, upon the due exercise of<br>the Warrants in accordance with the provisions of the Warrant Indenture, and any applicable certificate representing the Warrants, and<br>payment of the exercise price, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;
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(xi)	the offering, issuance and sale by the Company of the Unit Shares and Warrants are exempt from the prospectus<br>requirements of Canadian Securities Laws in the Selling Jurisdictions and no documents are required to be filed, proceedings taken or<br>approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit such issuance and sale; it being<br>noted, however, that the Company is required to file or cause to be filed with the applicable securities regulators, a report on Form 45-106F1<br>prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within ten days of the Closing Date;
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(xii)	the issuance by the Company of the Warrant Shares upon due exercise of the Warrants in accordance with<br>the terms of the Warrant Indenture, and any applicable certificate representing the Warrants, will be exempt from the prospectus and registration<br>requirements of Canadian Securities Laws in the Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings<br>taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance and delivery;
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(xiii)	no prospectus or other document is required to be filed, no proceeding is required to be taken and no<br>approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company under Canadian Securities<br>Laws in connection with the first trade of the Unit Shares, Warrants, or Warrant Shares by the holders thereof provided that a period<br>of four months and one day has lapsed from the Closing Date; and
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(xiv)	the Warrant Agent has been duly appointed by the Company as the warrant agent under the Warrant Indenture<br>and the Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares.
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(e)	If any Units are offered and sold to, or for the account or benefit of, persons in the United States or U.S. Persons<br>pursuant to Schedule “A” hereto, the Underwriters shall have received a favourable legal opinion addressed to the<br>Underwriters, in form and substance satisfactory to the Underwriters’ counsel, acting reasonably, dated the Closing Date, from<br>Troutman Pepper Locke LLP, special United States counsel to the Company, to the effect that no registration of the Units, Unit<br>Shares and Warrants offered and sold to, or for the account or benefit of, persons in the United States or U.S. Persons will be<br>required under the U.S. Securities Act, provided that the offer and sale of such securities to Purchasers in the United States is<br>made in accordance with Schedule “A” hereto; provided it being understood that no opinion is expressed as to any<br>subsequent resale of any of such securities or to the issuance of Warrant Shares upon exercise of the Warrants.
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(f)	The Underwriters shall have received a title opinion dated as of the Closing Date from Bennett Jones LLP,<br>counsel to the Company, addressed to the Underwriters, relating to the right to or ownership of the Cariboo Gold Project,<br>in form and substance satisfactory to the Underwriters, acting reasonably.
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(g)	The Company will have caused the Transfer Agent to deliver a certificate as to its appointment and the<br>issued and outstanding Common Shares as at the close of business on the Business Day prior to the Closing Date.
(h)	The Company will have caused the Warrant Agent to deliver a certificate as to its appointment as warrant<br>agent under the Warrant Indenture.
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(i)	Each of the Transaction Documents shall have been executed and delivered by the parties thereto in form<br>and substance satisfactory to the Underwriters and their counsel acting reasonably.
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(j)	The Offering and the listing of the Unit Shares and the Warrant Shares will have been conditionally accepted<br>by the Exchanges, and the Underwriters shall have received evidence that all requisite approvals, consents and acceptances of the appropriate<br>regulatory authorities required to be obtained by the Company in order to complete the Offering have been made or obtained.
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(k)	The Underwriters shall have received a certificate of compliance, certificate of good standing, or similar<br>certificate with respect to the jurisdiction in which the Company and the Material Subsidiary is incorporated.
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(l)	The Underwriters shall have received from each of the directors and senior officers of the Company and<br>from OR Royalties executed lock-up agreements contemplated pursuant to Section 4.1.1(l).
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(m)	The Underwriters shall have received copies of the reporting issuer lists evidencing that the Company<br>is a “reporting issuer”, or its equivalent, in each of the Reporting Provinces and that it is not on the list of defaulting reporting issuers<br>maintained by each of the Securities Regulators in the Reporting Provinces.
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Closing

7.1          The Offering will be completed electronically or at the offices of the Company’s counsel in the City of Toronto, Ontario at the Closing Time or such other place, date or time as may be mutually agreed to; provided that if the Company has not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other date and time as may be mutually agreed to or such covenant or condition has not been waived by the Joint Bookrunners, on behalf of the Underwriters, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for in this Agreement.

7.2	At or prior to the Closing Time, the Underwriters shall have delivered to the Company:
(a)	completed and executed Subscription Agreements (including all certifications, forms and other documentation<br>contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the Company;
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(b)	payment of the gross proceeds of the Offering less the Underwriters’ Fee and Underwriters’<br>Expenses by wire transfer to the Company; and
(c)	such further documentation as may be contemplated herein or as the Company may reasonably require.
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7.3	At or prior to the Closing Time, the Company shall have delivered to the Underwriters:
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(a)	the Offered Securities, whether by way of electronic deposit or delivery of certificates in definitive<br>form, as directed by the Underwriters;
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(b)	the requisite legal opinions, certificates and other deliverables as contemplated in Section 6 of<br>this Agreement; and
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(c)	such further documentation as may be contemplated herein or as the Underwriters may reasonably require.
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8.            Rightsof Termination

8.1          The Underwriters (or any one of them) shall be entitled to terminate and cancel their obligations hereunder by written notice to that effect given to the Company, with a copy to the other Underwriters, on or before Closing if, at any time prior to the Closing Time:

(a)	(i) any inquiry, action, suit, investigation (whether formal or informal) or other proceeding is<br>commenced, instituted, announced, threatened or any order is made by any federal, provincial, state or other governmental authority, commission,<br>board, bureau, agency or instrumentality (including, without limitation, the TSXV, the NYSE or any securities regulatory authority) in<br>relation to the Company or any of the Subsidiaries which involves a finding of a wrong doing or credible allegations of a wrong-doing,<br>or (ii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Offered<br>Securities or the Common Shares or there is any change in law or regulation, or the interpretation or administration thereof, which, in<br>any such cases, in the opinion of any of the Underwriters, acting reasonably, operates to materially impact, prevent or restrict the distribution<br>or trading of the Offered Securities or the Common Shares;
(b)	there should develop, occur or come into effect or existence any event, action, state, condition or major<br>financial occurrence of national or international consequence or any outbreak or escalation of national or international hostilities or<br>any crisis or calamity or plague of national or international consequence, or any governmental action, law, regulation, inquiry or other<br>similar occurrence which, in the opinion of any of the Underwriters, acting reasonably, materially adversely affects or could reasonably<br>be expected to materially adversely affect or involve the financial markets in Canada or the United States or the business, operations<br>or affairs of the Company and its Subsidiaries taken as a whole or the market price or value of the securities of the Company;
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(c)	there shall occur, be discovered by the Underwriters or announced by the Company, any material change<br>or a change in any material fact in the business, affairs, financial condition, assets, liabilities (contingent or otherwise), results<br>of operations of the Company and its related entities (taken as a whole), or there shall exist or be discovered any material fact which is, or may be, untrue, false or misleading<br>in a material respect or result in a misrepresentation (other than a change or fact related solely to the Underwriters), which, in the<br>opinion of any of the Underwriters, acting reasonably, has or could be reasonably expected to have a significant adverse effect on the<br>market price or value of the Offered Securities; or
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(d)	the Company is in breach of any material term, condition or covenant of<br>this Agreement or any representation or warranty given by the Company herein is or becomes false in any material respect.

8.2          In the event of any such termination pursuant to the provisions of this Section 8 by any one of the Underwriters, the other Underwriters shall be deemed contemporaneously to have terminated the obligations under this Agreement unless such other Underwriter(s) shall, within 24 hours after notice of termination is given, notify the Company to the effect that it is assuming the obligations of the Underwriter(s) terminating its obligations.

8.3          The rights of termination contained in this Section 8 may be exercised by any of the Underwriters and are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by any Underwriter, there shall be no further liability on the part of such Underwriter to the Company or on the part of the Company to such Underwriter except in respect of any liability which may have arisen or may arise after such termination in respect of Section 9 (Indemnity) and Section 10 (Expenses) of this Agreement.

9.            Indemnity

9.1          The Company (for purposes of this Section 9, the “Indemnitor”), hereby agrees to indemnify and hold harmless each of the Underwriters, each of their subsidiaries and affiliates, and each of their respective directors, officers, employees, partners and agents (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”), from and against any and all losses (other than loss of profits), expenses, claims, actions, damages and liabilities, joint or solidary, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”) to which any Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Underwriters’ proper performance of the Agreement. The Indemnitor also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or delict or otherwise) to the Indemnitor or any person asserting claims on behalf of or in right of the Indemnitor for or in connection with this Agreement except to the extent any losses, expenses, claims, actions, damages or liabilities incurred by the Indemnitor have resulted from the gross negligence or willful misconduct of such Indemnified Party or a breach of the terms of this Agreement by such Indemnified Party. The Indemnitor will not, without the Underwriters’ prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Party from any liabilities arising out of such action, suit, proceeding, investigation or claim.

9.2          Promptly after receiving notice of an action, suit, proceeding or claim against the Underwriters or any other Indemnified Party or receipt of notice of the commencement of any investigation involving the Underwriters or any other Indemnified Party which is based, directly or indirectly, upon or involves any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriters or any such other Indemnified Party will notify the Indemnitor in writing of the particulars thereof, provided that the omission so to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to the Underwriters or any other Indemnified Party unless and only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor has under this indemnity.

9.3          The foregoing indemnity shall not apply to the extent that such losses, expenses, claims, actions, damages or liabilities to which the Indemnified Party may be subject were caused by the gross negligence or willful misconduct of the Indemnified Party or a breach of the terms of this Agreement by such Indemnified Party.

9.4          An Indemnified Party may retain counsel to separately represent it in the defence of a Claim, which shall be at the Indemnitor’s expense if (i) the Indemnitor does not promptly assume the defence of the Claim, (ii) the Indemnitor agrees to separate representation or (iii) the Indemnified Party is advised by counsel that there is an actual or potential conflict in the Indemnitor’s and the Indemnified Party’s respective interests or additional defences are available to the Indemnified Party, which makes representation by the same counsel inappropriate. The Indemnitor also agrees to reimburse the Underwriters for the time spent by its personnel in connection with any Claim at their normal per diem rates.

9.5           If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to any Indemnified Party or insufficient to hold any Indemnified Party harmless, the Indemnitor shall contribute to the amount paid or payable by the Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor, on the one hand, and the Indemnified Party, on the other hand, but also the relative fault of the Indemnitor and the Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event be liable to pay or contribute to the amount paid or payable by the Indemnified Party under the Claim any amounts in excess of the aggregate amount of the fees actually received by the Indemnified Party under this Agreement.

9.6          In no event shall the Indemnitor be responsible for the fees of more than one firm of lawyers representing the Underwriters or an Indemnified Party, as applicable, in connection with the foregoing in any particular jurisdiction.

9.7          The obligations of the Indemnitor hereunder are in addition to any liabilities, which the Indemnitor may otherwise have to Underwriters or any other Indemnified Party.

9.8          Notwithstanding anything herein to the contrary, no shareholder, director, consultant, agent or officer of the Indemnitor shall have any personal liability or obligations hereunder (including in connection with the Schedules hereto) or pursuant to any other obligations of the Indemnitor now or hereafter created with respect to or in any way pertaining to the matters referred to in this Agreement and any recourse against the Indemnitor for any breach or failure to fulfill any such obligations shall be limited to the assets of the Indemnitor.

9.9          The foregoing provisions shall survive the completion of professional services rendered under this Agreement or the termination of this Agreement. The Indemnitor hereby constitutes the Underwriters as trustees for each of the other indemnified parties of the covenants of the Indemnitor under this indemnity with respect to such persons and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

10.          Expenses

10.1        Whether or not the Offering is completed, the Company will be solely responsible for all of its expenses related to the Offering, including all fees and disbursements of its counsel and its “out-of-pocket” costs. The Company shall be responsible for the reasonable fees and disbursements of the Underwriters’ counsel (including applicable taxes and disbursements) and the Underwriters’ “out-of-pocket” costs (collectively, the “Underwriters’ Expenses”).

10.2        Underwriters’ Expenses incurred by the Underwriters, or on their behalf, shall be paid to the Underwriters on the Closing Date and, at the option of the Joint Bookrunners, on behalf of the Underwriters, the Underwriters’ Expenses may be deducted from the gross proceeds otherwise payable to the Company on the Closing Date.

11.          Advertisements

11.1        The Company acknowledges that the Underwriters shall have the right, subject always to Section 2.4, at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Securities contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law, including Applicable Securities Laws. The Company and the Underwriters each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus or registration requirements of applicable securities legislation in any of the provinces of Canada or any other jurisdiction in which the Offered Securities shall be offered and sold not being available.

12.          Underwriters’Compensation

12.1        In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall pay to the Underwriters a cash fee (the “Underwriters’ Fee”) equal to 4.5% of the aggregate gross proceeds raised pursuant to the Offering which, for certainty, includes any gross proceeds raised in connection with the exercise of the Underwriters’ Option.

12.2        The Underwriters’ Fee shall be paid to the Underwriters on the Closing Date and, at the option of the Joint Bookrunners, on behalf of the Underwriters, the Underwriters’ Fee may be deducted from the gross proceeds otherwise payable to the Company on the Closing Date.

13.          Underwriters’Business

13.1        The Company acknowledges that the Underwriters may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of their trading, brokerage, investment and asset management and financial activities, the Underwriters and their Affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of the Company or any other company that may be involved in any transaction with the Company. Each Underwriter and its Affiliates may also provide a broad range of normal course financial products and services to its customers (including, but not limited to banking, credit derivative, hedging and foreign exchange products and services), including companies that may be involved in any transaction with the Company.

14.          JointBookrunners’ Authority

14.1        The Company shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Underwriters by the Joint Bookrunners and the Joint Bookrunners shall represent the Underwriters and have authority to bind the Underwriters hereunder except in respect of a notice of termination pursuant to Section 8 or the exercise of the indemnity rights specified in Section 9 which shall require the action of the relevant Underwriter. Each of the Underwriters agrees that the Joint Bookrunners have been authorized in such regard.

15.          Syndicationby the Underwriters

15.1        The Underwriters’ obligations under this Agreement shall be several, and not joint, nor joint and several, and subject to the terms and conditions of this Agreement, the Underwriters’ respective obligations and rights and benefits hereunder shall be as to the following percentages:

Name of Underwriters
BMO Nesbitt Burns Inc.	30.77	%
RBC Dominion Securities Inc.	25.64	%
Cantor Fitzgerald Canada Corporation	20.51	%
National Bank Financial Inc.	20.51	%
Ventum Financial Corp.	2.57	%
	100.0	%

16.          Survivalof Representations, Warranties, Covenants and Agreements

16.1        All representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Underwriters or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Underwriters and the Purchasers, as applicable, for a period of two years following the Closing Date. The representations, warranties, covenants and agreements of the Underwriters herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect for the benefit of the Company for a period of two years following the Closing Date. For certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Underwriters by the Company or the contribution obligations of the Underwriters or those of the Company shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect, indefinitely, subject only to the applicable limitation periods prescribed by law.

17.          GeneralContract Provisions

17.1        Notices. Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by email, as follows:

if to the Company:

Osisko Development Corp.

1100, av des Canadiens-de-Montréal

Suite 300, P.O. Box 211

Montréal, Québec H3B 2S2

Attention:               Sean Roosen, Chairman and Chief Executive Officer /

Laurence Farmer, General Counsel and VP, Strategic Development

Email: [Redacted –Personal Information]

with a copy (not to constitute notice to the Company) to:

Bennett Jones LLP

One First Canadian Place, Suite 3400

Toronto, Ontario M5X 1A4

Attention:               Sander A.J.R. Grieve, K.C. / Andrew Disipio

Email:                      grieves@bennettjones.com / disipioa@bennettjones.com

or if to the Underwriters, to the Joint Bookrunners:

BMO Nesbitt Burns Inc.

100 King Street West, 4^th^ Floor

Toronto, Ontario M5X 1H3

Attention:               Ilan Bahar, Managing Director and Co-Head Global Metals and Mining

Email:                      [Redacted – Personal Information]

RBC Dominion Securities Inc.

200 Bay Street, 4^th^ & 5^th^ Floor

Toronto, Ontario M5J 2W7

Attention:               Jason Coviensky, Managing Director

Email:                      [Redacted –Personal Information]

with a copy (not to constitute notice to the Underwriters) to:

Cassels Brock & Blackwell LLP

Suite 3200, Bay Adelaide Centre – North Tower

40 Temperance Street

Toronto, Ontario M5H 0B4

Attention:               Chad Accursi

Email:                      caccursi@cassels.com

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being electronically transmitted and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or email address.

17.2        Singularand Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

17.3        NoFiduciary Duty. The Company acknowledges and agrees that (i) the issuance and sale of the Offered Securities pursuant to this Agreement, including the determination of the subscription price of the Offered Securities and any related discounts and commissions, is an arm’s length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand; (ii) in connection with the Offering contemplated hereby and the process leading to such transaction, the Underwriters are and have been acting solely as principals and are not the agents or fiduciaries of the Company or its shareholders, creditors, employees or any other party; (iii) the Underwriters have not assumed and will not assume an advisory or fiduciary responsibility in favour of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters) and the Underwriters do not have any obligations to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

17.4        EntireAgreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and supersedes any and all prior negotiations and understandings, including the Engagement Letter.

17.5        Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

17.6        Successorsand Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

17.7        FurtherAssurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

17.8 Time of the Essence. Time shall be of the essence for all provisions of this Agreement.

17.9        Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissentavoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autredocument à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigésen langue anglaise seulement.

17.10      EffectiveDate. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

17.11 Counterparts and Facsimile. This Agreement may be executed and delivered by original, facsimile, PDF or other electronic transmission in one or more counterparts which, together, shall constitute an original copy of this Agreement as of the date first noted above.

[Remainder of page intentionally left blank. Signaturepage follows.]

If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below.

Yours very truly,

BMO NESBITT BURNS INC.
Per:	(signed) “Ilan Bahar”
Name:	Ilan Bahar
Title:	Managing Director and Co-Head Global Metals and Mining
RBC DOMINION SECURITIES INC.
Per:	(signed) “Jason Coviensky”
Name:	Jason Coviensky
Title:	Managing Director
CANTOR FITZGERALD CANADA CORPORATION
Per:	(signed) “Elan Shevel”
Name:	Elan Shevel
Title:	Chief Compliance Officer
NATIONAL BANK FINANCIAL INC.
Per:	(signed) “Greg Doyle”
Name:	Greg Doyle
Title:	Director, Investment Banking
VENTUM FINANCIAL CORP.
Per:	(signed) “Tim Graham”
Name:	Tim Graham
Title:	Managing Director, Head of Capital Markets, Western Canada

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

OSISKO DEVELOPMENT CORP.
	Per:	(signed) “Alexander Dann”
		Authorized Signatory

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SCHEDULE “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “A” to the underwritingagreement dated as of August 15, 2025 among Osisko Development Corp., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., CantorFitzgerald Canada Corporation, National Bank Financial Inc., and Ventum Financial Corp. (the “Agreement”).

Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agreement to which this Schedule “A” is attached.

The following terms shall have the meanings indicated:

“Accredited Investor” means an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

“Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities or Warrant Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the Offering;

“Distribution Compliance Period” means the 40-day period that begins on the later of (i) the date the Offered Securities are first offered to persons other than distributors in reliance on Regulation S or (ii) the Closing Date; provided that, all offers and sales by a distributor of an unsold allotment or subscription shall be deemed to be made during the Distribution Compliance Period;

“Foreign Issuer” means a “foreign issuer” as defined in Rule 902(e) of Regulation S;

“General Solicitation” and “General Advertising” means “general solicitation” or “general advertising”, as those terms are used under Rule 502(c) of Regulation D under the U.S. Securities Act. Without limiting the foregoing, but for greater clarity in this Schedule “A”, general solicitation or general advertising includes, but is not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“Non-Brokered Units” means Units offered pursuant to the Non-Brokered Private Placement;

“Offshore Transaction” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;

“Qualified Institutional Buyer Certificate” means the Qualified Institutional Buyer Certificate for Qualified Institutional Buyers attached to the Subscription Agreement as Schedule “C”;

“Regulation S” means Regulation S under the U.S. Securities Act;

“Subscription Agreement” means the final form of Subscription Agreement, including the Qualified Institutional Buyer Certificate;

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| --- |

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. Investment Company Act” means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder; and

“U.S. Purchaser” means any Purchaser that is (a) a U.S. Person or in the United States, (b) a person purchasing Units on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) a person who receives or received an offer to acquire the Units while in the United States, or (d) a person who was in the United States at the time such person’s buy order was made or the Subscription Agreement pursuant to which it is acquiring Units was executed or delivered; provided, however, that “U.S. Purchaser” shall not include persons excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(vi) of Regulation S or persons holding accounts excluded from the definition of U.S. Person pursuant to Rule 902(k)(2)(i) of Regulation S, solely in their capacities as holders of such accounts.

1.            Representations,Warranties and Covenants of the Underwriters

Each Underwriter acknowledges that the Offered Securities (and any Warrant Shares issuable upon exercise of Warrants) have not been registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Securities may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and the qualification requirements of all applicable U.S. state securities laws.

Each Underwriter, on behalf of itself and its U.S. Affiliate, if applicable, represents, warrants, covenants and agrees to and with the Company, on the date hereof and on the Closing Date, that:

(a)	It has not offered or sold, and will not offer or sell, at any time any Offered Securities except (a) in<br>Offshore Transactions in compliance with Rule 903 of Regulation S, or (b) through its U.S. Affiliate, to, or for the account<br>or benefit of, persons in the United States and U.S. Persons that are Qualified Institutional Buyers as Substituted Purchasers, as provided<br>in this Schedule “A”. Accordingly, none of the Underwriter, its affiliates (including its U.S. Affiliate) or any person acting<br>on any of their behalf, has made or will make (except as permitted herein): (i) any offer to sell, or any solicitation of an offer<br>to buy, any Offered Securities to, or for the account or benefit of, any person in the United States or any U.S. Person, (ii) any<br>sale of Offered Securities to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside<br>the United States and not a U.S. Person or the Underwriter, its affiliates (including its U.S. Affiliate) or any person acting on any<br>of their behalf, reasonably believed that such Purchaser was outside the United States and not a U.S. Person; or (iii) any Directed<br>Selling Efforts.
(b)	It agrees that, at or prior to confirmation of the sale of the Offered Securities, it will have sent to<br>each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Offered Securities from it<br>during the Distribution Compliance Period a confirmation or notice to substantially the following effect:
---	---
“The securities covered hereby<br>have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered<br>or sold to, or for the account or benefit of, persons in the United States or U.S. Persons (i) as part of their distribution at any<br>time or (ii) otherwise until 40 days after the later<br>of the commencement of the offering and closing date, except in either case in accordance with Regulation S under the U.S. Securities<br>Act. Terms used herein have the meanings given to them in Regulation S under the U.S. Securities Act.”
---

| - A-3 - |

| --- | | In addition, prior to the expiration of the Distribution Compliance Period, all subsequent offers and sales of the Offered Securities by the Underwriter or its affiliates shall be made only in accordance with the provisions of Rule 903 or 904 of Regulation S; pursuant to registration of the Offered Securities under the U.S. Securities Act; or pursuant to an available exemption from the registration requirements of the U.S. Securities Act as provided in paragraphs (c) through (q) below. | | --- | | The Underwriter agrees to obtain substantially identical undertakings from each selling group member and to comply with the offering restriction requirements of Regulation S. | | --- | | (c) | It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Securities except with its U.S. Affiliate, any selling group member engaged by it or with the prior written consent of the Company. The Underwriter shall require its U.S. Affiliate, if applicable, to agree, and each selling group member engaged by it to agree, for the benefit of the Company, to comply with, and shall use its commercially reasonable efforts to ensure that its U.S. Affiliate and each selling group member engaged by it complies with, the same provisions of this Schedule “A” as apply to the Underwriter as if such provisions applied to its U.S. Affiliate and such selling group member engaged by it. | | --- | --- | | (d) | All offers of Offered Securities for sale by the Company that have been or will be made by it to, or for the account or benefit of, persons in the United States or U.S. Persons, have been or will be made by such Underwriter through its U.S. Affiliate and in compliance with all applicable U.S. federal and state broker-dealer requirements. The U.S. Affiliate is and was on the date of all such offers and subsequent sales by the Company duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were or will be made (unless exempted from the respective state’s broker-dealer registration requirements), and a member in good standing with the Financial Industry Regulatory Authority, Inc. | | --- | --- | | (e) | None of it, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf has utilized, and none of such persons will utilize, any form of General Solicitation or General Advertising in connection with the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, or has offered or will offer any Offered Securities in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. | | --- | --- | | (f) | Immediately prior to soliciting offerees that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and at the time of completion of each sale by the Company to a U.S. Purchaser identified by the Underwriter, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser purchasing the Offered Securities from the Company is a Qualified Institutional Buyer. | | --- | --- | | (g) | All offerees of the Offered Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons solicited by it shall be informed that the Offered Securities (and any Warrant Shares issuable upon exercise of Warrants) have not been registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Offered Securities (and any Warrant Shares issuable upon exercise of Warrants) are being offered and sold to such persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) of the U.S. Securities Act (but for the avoidance of doubt, not in reliance on Regulation D under the U.S. Securities Act), and similar exemptions for private offerings under applicable U.S. state securities laws. | | --- | --- |

| - A-4 - |

| --- | | (h) | It agrees to deliver, through its U.S. Affiliate, to each offeree of the Offered Securities that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person the form of Subscription Agreement, including the Qualified Institutional Buyer Certificate. No other written material will be used in connection with the offer or sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. | | --- | --- | | (i) | Prior to completion of any sale of Offered Securities to a U.S. Purchaser, the Underwriter, or its U.S. Affiliate, agrees to obtain from each such U.S. Purchaser a completed Subscription Agreement, including the Qualified Institutional Buyer Certificate, and any applicable schedules to the Subscription Agreement, and shall provide the Company with copies of all such completed and executed agreements for acceptance by the Company. | | --- | --- | | (j) | It has offered and will offer the Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person with respect to which it has reasonable grounds to believe was at the time of such offer and will be on the Closing Date, a Qualified Institutional Buyer. | | --- | --- | | (k) | It acknowledges that except as permitted pursuant to this Schedule “A”, it will not offer or sell the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons: (i) as part of its distribution at any time or (ii) otherwise during the Distribution Compliance Period. It further acknowledges, agrees and covenants that all offers and sales of the Offered Securities during the Distribution Compliance Period will be made in compliance with Regulation S or in compliance with an exemption from registration under the U.S. Securities Act (but for the avoidance of doubt, not in reliance on Regulation D of the U.S. Securities Act), and that it, each “distributor” (as defined in Regulation S), “dealer” (as defined in Section 2(a)(12) of the U.S. Securities Act), or other person who is receiving a selling concession, fee or other remuneration in respect of the Offered Securities (if any), to which it sells Offered Securities during the Distribution Compliance Period, will send to the purchaser a confirmation or other notice setting forth the restrictions on offers and sales of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons. | | --- | --- | | (l) | At least two Business Days prior to the Closing Date, it will provide the Company and its counsel with a list of all U.S. Purchasers. | | --- | --- | | (m) | None of the Underwriter, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the Offering. | | --- | --- | | (n) | At the Closing, the Underwriter will, together with its U.S. Affiliate, provide a certificate, substantially in the form of Annex I to this Schedule “A”, relating to the manner of the offer and sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons. Failure to deliver such a certificate shall constitute a representation by such Underwriter and such U.S. Affiliate that neither it nor anyone acting on its behalf has offered or sold Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons. | | --- | --- |

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| --- | | (o) | It acknowledges that until 40 days after the commencement of the Offering, an offer or sale of the Offered Securities within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act. | | --- | --- | | (p) | None of the Underwriter, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf has offered or sold or will offer or sell any Non-Brokered Units and has not and will not receive any commission or other remunerations in connection with the Non-Brokered Private Placement. | | --- | --- |

2.            Representations,Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees as at the date hereof and as at the Closing Date that:

(a)	The Company is, and at the Closing Date will be, a Foreign Issuer. The Company reasonably believes that<br>at the commencement of the Offering there was, and reasonably believes that there is and will be on the Closing Date, Substantial U.S.<br>Market Interest in the Common Shares.
(b)	The Company is not, and following the application of the proceeds from the sale of the Offering and the<br>Non-Brokered Private Placement will not be, registered or required to be registered as an “investment company” (as such term<br>is defined in the U.S. Investment Company Act) under the U.S. Investment Company Act.
---	---
(c)	The offer and sale of the Offered Securities and the Non-Brokered Units to, or for the account or benefit<br>of, persons in the United States and U.S. Persons by the U.S. Affiliates are not prohibited pursuant to an order issued pursuant to Section 12(j) of<br>the U.S. Exchange Act.
---	---
(d)	Except with respect to sales to Qualified Institutional Buyers that are Substituted Purchasers solicited<br>by the U.S. Affiliates in reliance upon the exemption from registration available under Section 4(a)(2) of the U.S. Securities<br>Act and offers and sales of Non-Brokered Units to Qualified Institutional Buyers and/or Accredited Investors in the Non-Brokered Private<br>Placement, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates,<br>their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or<br>agreement is made), has made or will make: (i) any offer to sell, or any solicitation of an offer to buy, any Offered Securities<br>or Non-Brokered Units to, or for the account or benefit of, a person in the United States or a U.S. Person; or (ii) any sale of Offered<br>Securities or Non-Brokered Units unless, at the time the buy order was or will have been originated, (A) the Purchaser is outside<br>the United States and not a U.S. Persons, or (B) the Company, its affiliates, and any person acting on any of their behalf reasonably<br>believes that the Purchaser is outside the United States and not a U.S. Person.
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(e)	None of the Company, its affiliates, or any person acting on any of their behalf (other than the Underwriters,<br>the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty,<br>covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action, including<br>with respect to the Non-Brokered Private Placement, that would cause the exemption afforded by Section 4(a)(2) under the U.S.<br>Securities Act or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of<br>(i) Offered Securities in accordance with the Agreement, including this Schedule “A”, or (ii) Non-Brokered Units.
---	---

| - A-6 - |

| --- | | (f) | None of the Company, its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, (i) Offered Securities or (ii) Non-Brokered Units, to, or for the account or benefit of, persons in the United States and U.S. Persons by means of any form of General Solicitation or General Advertising or has taken or will take any action that would constitute a public offering of (i) the Offered Securities or (ii) the Non-Brokered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. | | --- | --- | | (g) | Other than offers and sales of Non-Brokered Units, none of the Company, its affiliates or any persons acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell (i) any of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, except for offers made through the Underwriters and the U.S. Affiliates, and sales by the Company, in reliance on the exemption from registration under the U.S. Securities Act provided by Section 4(a)(2) of the U.S. Securities Act; or (ii) any of the Offered Securities outside the United States to non-U.S. Persons, except for offers and sales made in Offshore Transactions in accordance with Rule 903 of Regulation S. | | --- | --- | | (h) | None of the Company, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates and any person acting on any of their behalf, as to whom no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell, for a period commencing 30 days prior to the commencement of the Offering and ending 30 days following the Closing Date, any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause (i) the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons or (ii) the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities outside the United States to non-U.S. Persons. | | --- | --- | | (i) | None of the Company, its affiliates or any person acting on any of their behalf (other than the Underwriters, the U.S. Affiliates, their respective affiliates and any person acting on any of their behalf, as to whom no representation, warranty, covenant or agreement is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities or the Non-Brokered Units. | | --- | --- | | (j) | The Company shall duly prepare and file with the United States Securities and Exchange Commission and any applicable state securities regulatory authorities, within the prescribed time periods, such notices and other documents as are required to be filed under the U.S. Securities Act and state securities laws of the states in which the Offered Securities are sold to satisfy the requirements of applicable exemptions from registration or qualification of the Offered Securities under such laws. | | --- | --- | | (k) | For each tax year that the Company qualifies as a “passive foreign investment company” (a “PFIC”), the Company will make available to U.S. holders, upon their written request: (a) information, based on the Company’s reasonable analysis, as to its status as a PFIC and the status as a PFIC of any subsidiary in which the Company owns more than 50% of such subsidiary’s aggregate voting power, (b) a “PFIC Annual Information Statement” as described in U.S. Treasury Regulation section 1.1295-1(g) (or any successor Treasury Regulation) and (c) all information and documentation that a U.S. shareholder is required to obtain for U.S. federal income tax purposes in making a qualifying electing fund election with respect to the Company and any more than 50% owned subsidiary PFIC, as determined by aggregate voting power. The Company may elect to provide such information on its website. | | --- | --- |

| - A-7 - |

| --- |

3.            General

Each Underwriter (and its U.S. Affiliate) on the one hand and the Company on the other hand understand and acknowledge that the other parties hereto will rely on the truth and accuracy of the representations, warranties, covenants and agreements contained herein.

| - A-8 - |

| --- |

ANNEX I TO SCHEDULE “A”

UNDERWRITER’S CERTIFICATE

In connection with the private placement of Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons of the Company pursuant to the underwriting agreement dated as of August 15, 2025 among Osisko Development Corp. (the “Company”), BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Cantor Fitzgerald Canada Corporation, National Bank Financial Inc., and Ventum Financial Corp. (the “Agreement”), the undersigned Underwriter and [·], its U.S. Affiliate, do hereby certify as follows:

(a)	the Offered Securities have been offered by us for sale by the Company to, or for the account or benefit<br>of, persons in the United States and U.S. Persons only by the U.S. Affiliate which was on the dates of such offers and sales, and is on<br>the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act, and under the securities<br>laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker-dealer registration<br>requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc.;
(b)	immediately prior to transmitting the form of Subscription Agreement to offerees that were, or were acting<br>for the account or benefit of, persons in the United States or U.S. Persons, we had reasonable grounds to believe and did believe that<br>each such person was a Qualified Institutional Buyer, and we continue to believe that each U.S. Purchaser that we have arranged to purchase<br>Offered Securities from the Company is a Qualified Institutional Buyer on the date hereof;
---	---
(c)	all offers of the Offered Securities by us for sale by the Company to, or for the account or benefit of,<br>persons in the United States and U.S. Persons have been effected in accordance with all applicable U.S. federal and state broker-dealer<br>requirements;
---	---
(d)	no form of General Solicitation or General Advertising was used by us in connection with the offer and<br>sale of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons and we have not offered<br>and will not offer any Offered Securities in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of<br>the U.S. Securities Act;
---	---
(e)	prior to the offer and sale of any Offered Securities to, or for the account or benefit of, a person in<br>the United States or a U.S. Person, each such offeree and U.S. Purchaser was provided with a copy of the Subscription Agreement, and no<br>other written material was used by us in connection with the Offering to, or for the account or benefit of, persons in the United States<br>or U.S. Persons;
---	---
(f)	prior to any sale of Offered Securities to, or for the account or benefit of, a person in the United States<br>or a U.S. Person that is a Qualified Institutional Buyer, we caused such person to execute a Subscription Agreement in the form agreed<br>to by the Company and the Underwriter, including the Qualified Institutional Buyer Certificate;
---	---
(g)	neither we, nor our affiliates nor any person acting on any of our behalf have taken or will take, directly<br>or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered<br>Securities; and
---	---
(h)	the offering of the Offered Securities has been conducted by us in accordance with the terms of the Agreement,<br>including Schedule “A” attached thereto.
---	---

Terms used in this certificate have the meanings given to them in the Agreement (including Schedule “A” attached thereto) unless defined herein.

| - A-9 - |

| --- |

DATED as of this ______ day of _______________, 2025.

	[NAME OF UNDERWRITER]		[NAME OF U.S. AFFILIATE]
By:		By:
	Authorized Signing Officer		Authorized Signing Officer

Exhibit 99.3

EXECUTION COPY

OSISKO DEVELOPMENT CORP.

as the Corporation

and -

TSX TRUST COMPANY

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issueof up to 49,532,661 Warrants

Dated as of August 15, 2025

TABLE OF CONTENTS

			Page
ARTICLE 1 INTERPRETATION			2
	1.1	Definitions	2
	1.2	Gender and Number	6
	1.3	Construction	7
	1.4	Day not a Business Day	7
	1.5	Time of the Essence	7
	1.6	Monetary References	7
	1.7	Applicable Law	7
ARTICLE 2 ISSUE OF WARRANTS			7
	2.1	Creation and Issue of Warrants	7
	2.2	Terms of Warrants	8
	2.3	Warrantholder not a Shareholder	9
	2.4	U.S. Securities Law Matters	9
	2.5	Warrants to Rank Pari Passu	10
	2.6	Form of Warrants, Certificated Warrants	10
	2.7	Book Entry Only Warrants	12
	2.8	Authentication	14
	2.9	Register of Warrants	15
	2.10	Issue in Substitution for Warrant Certificates Lost,<br> etc.	16
	2.11	Exchange of Warrant Certificates	16
	2.12	Transfer and Ownership of Warrants	16
	2.13	Cancellation of Surrendered Warrants	17
ARTICLE 3 EXERCISE OF WARRANTS			17
	3.1	Right of Exercise	17
	3.2	Warrant Exercise	17
	3.3	Restrictions on Exercise<br> by Persons in the United States and U.S. Persons	19
	3.4	Transfer Fees and Taxes	21
	3.5	Warrant Agency	21
	3.6	Effect of Exercise of<br> Warrants	21
	3.7	Partial Exercise of<br> Warrants; Fractions	22
	3.8	Expiration of Warrants	22
	3.9	Accounting and Recording	22
	3.10	Securities Restrictions	23
ARTICLE 4 ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE			23
	4.1	Adjustment of Number<br> of Common Shares and Exercise Price	23
	4.2	Entitlement to Common<br> Shares on Exercise of Warrant	27
	4.3	No Adjustment for Certain<br> Transactions	27
	4.4	Determination by Independent<br> Firm	28
	4.5	Proceedings Prior to<br> any Action Requiring Adjustment	28
	4.6	Certificate of Adjustment	28
	4.7	Notice of Special Matters	28
	4.8	No Action after Notice	28
	4.9	Other Action	29
	4.10	Protection of Warrant<br> Agent	29
	4.11	Participation by Warrantholder	29
	4.12	Regulatory Approval<br> of Adjustments	29
	4.13	Adjustment to Acceleration<br> Trigger Price	29

- i -

TABLE OF CONTENTS

(continued)

			Page
ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS			30
	5.1	Optional Purchases by the Corporation	30
	5.2	General Covenants	30
	5.3	Warrant Agent’s Remuneration and Expenses	31
	5.4	Performance of Covenants by Warrant Agent	31
	5.5	Enforceability of Warrants	31
ARTICLE 6 ENFORCEMENT			32
	6.1	Suits by Warrantholders	32
	6.2	Suits by the Corporation	32
	6.3	Immunity of Shareholders, etc.	32
	6.4	Waiver of Default	32
ARTICLE 7 MEETINGS OF REGISTERED WARRANTHOLDERS			33
	7.1	Right to Convene Meetings	33
	7.2	Notice	33
	7.3	Chair	33
	7.4	Quorum	33
	7.5	Power to Adjourn	34
	7.6	Show of Hands	34
	7.7	Poll and Voting	34
	7.8	Regulations	34
	7.9	Corporation and Warrant<br> Agent May be Represented	34
	7.10	Powers Exercisable by<br> Extraordinary Resolution	35
	7.11	Meaning of Extraordinary<br> Resolution	36
	7.12	Powers Cumulative	36
	7.13	Minutes	36
	7.14	Instruments in Writing	37
	7.15	Binding Effect of Resolutions	37
	7.16	Evidence of Warrantholders	37
	7.17	Holdings by Corporation<br> Disregarded	37
ARTICLE 8 SUPPLEMENTAL INDENTURES			38
	8.1	Provision for Supplemental<br> Indentures for Certain Purposes	38
	8.2	Successor Entities	39
ARTICLE 9 CONCERNING THE WARRANT AGENT			39
	9.1	Warrant Indenture Legislation	39
	9.2	Rights and Duties of<br> Warrant Agent	39
	9.3	Evidence, Experts and<br> Advisers	40
	9.4	Documents, Monies, etc.<br> Held by Warrant Agent	41
	9.5	Actions by Warrant Agent<br> to Protect Interest	41
	9.6	Warrant Agent Not Required<br> to Give Security	41
	9.7	Protection of Warrant<br> Agent	41
	9.8	Replacement of Warrant<br> Agent; Successor by Merger	43
	9.9	Conflict of Interest	43
	9.10	Acceptance of Agency	44
	9.11	Warrant Agent Not to<br> be Appointed Receiver	44
	9.12	Warrant Agent Not Required<br> to Give Notice of Default	44

- ii -

TABLE OF CONTENTS

(continued)

			Page
	9.13	Anti-Money Laundering	44
	9.14	Compliance with Privacy Code	45
	9.15	Securities Exchange Commission Certification	45
ARTICLE 10 GENERAL			45
	10.1	Notice to the Corporation<br> and Warrant Agent	45
	10.2	Notice to Warrantholders	46
	10.3	Ownership of Warrants	47
	10.4	Counterparts	47
	10.5	Satisfaction and Discharge<br> of Indenture	47
	10.6	Provisions of Indenture<br> and Warrants for the Sole Benefit of Parties and Warrantholders	48
	10.7	Common Shares or Warrants<br> Owned by the Corporation or its Subsidiaries - Certificate to be Provided	48
	10.8	Severability	48
	10.9	Force Majeure	48
	10.10	Assignment, Successors<br> and Assigns	49
	10.11	Rights of Rescission<br> and Withdrawal for Holders	49
SCHEDULE “A” FORM OF WARRANT			A-1
SCHEDULE “B” EXERCISE FORM			B-1
SCHEDULE “C” FORM OF DECLARATION FOR REMOVAL OF LEGEND			C-1

- iii -

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of August 15, 2025.

AMONG :

OSISKO DEVELOPMENT CORP., a corporation existing under the

federal laws of Canada (the “Corporation”)

and -

TSX TRUST COMPANY, a trust company existing under the federal

laws of Canada (the “Warrant Agent”)

WHEREAS the Corporation has entered into an underwriting agreement dated August 15, 2025 (the “Underwriting Agreement”), among the Corporation and a syndicate of underwriters that includes BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Cantor Fitzgerald Canada Corporation, National Bank Financial Inc. and Ventum Financial Corp. (collectively, the “Underwriters”) in connection with a proposed “bought deal” private placement of 58,560,000 units of the Corporation (the “Units”) at a price of US$2.05 per Unit for aggregate gross proceeds to the Corporation of US$120,048,000 (the “Brokered Private Placement”);

AND WHEREAS the Corporation proposes to concurrently issue and sell up to 40,505,330 Units at a price of US$2.05 per Unit, on a non-brokered private placement basis (the “Non-BrokeredPrivate Placement” and, together with the Brokered Private Placement, the “Offering”);

AND WHEREAS each Unit is comprised of one Common Share (as defined herein) and one-half of one Warrant (as defined herein), with each whole Warrant entitling the holder thereof to purchase, subject to adjustments in certain events, one Common Share at the Exercise Price (as defined herein) and upon the terms and conditions hereinafter set forth;

AND WHEREAS in accordance with the foregoing, the Corporation is proposing to issue an aggregate of up to 49,532,661 Warrants pursuant to this Warrant Indenture (as defined herein);

AND WHEREAS the Corporation is authorized under the laws applicable to it to create and issue the Warrants as hereinafter provided;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits of and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

- 2 -

ARTICLE 1

INTERPRETATION

1.1          Definitions

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Acceleration Event” has the meaning set forth in Section 2.2(2);

“Acceleration Notice” means the written notice delivered to Warrantholders by way of a news release informing Warrantholders of (i) the occurrence of an Acceleration Event, (ii) the Corporation’s decision to exercise the Acceleration Right, and (iii) the accelerated Expiry Date of the Warrants;

“Acceleration Right” means the right of the Corporation, at any time following the 15-month anniversary of the date of this Indenture but prior to the Expiry Date, to accelerate the Expiry Date to a date that is 30 calendar days after the Corporation delivers the Acceleration Notice upon the occurrence of an Acceleration Event;

“Acceleration Trigger Price” means the Exercise Price, as adjusted in accordance with the terms of this Indenture;

“AI Purchaser” means a U.S. Accredited Investor who first purchased Units on the date of original issuance of the Units in the Offering and who, in connection with such purchase, executed a U.S. Subscription Agreement including the U.S. Accredited Investor Certificate attached thereto;

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Applicable Securities Laws” means the applicable securities laws and regulations of each of the provinces and territories of Canada, and the applicable federal and state securities laws and regulations of the United States, together with all related rules, policies, notices and orders of applicable regulatory authorities;

“Approved Bank” has the meaning set forth in Section 9.4;

“Auditors” means a firm of professional accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been electronic, printed, lithographed or otherwise mechanically reproduced and authenticated by manual signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.8 are entered in the Register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

- 3 -

“Book Based System” means the electronic system for clearing, depository and entitlement services operated by CDS;

“Book Entry Only Participants” means institutions that participate directly or indirectly in the Depository’s Book Based System for the Warrants;

“Book Entry Only Warrants” means Warrants that are to be held only by or on behalf of the Depository on the Book Based System;

“Brokered Private Placement” has the meaning ascribed thereto in the recitals hereto;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Toronto, Ontario, and shall be a day on which the Exchange is open for trading;

“Capital Reorganization” has the meaning set forth in Section 4.1(d);

“CDS” means CDS Clearing and Depository Services Inc.;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“Certificated Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;

“Common Share Recapitalization” has the meaning set forth in Section 4.1(a);

“Common Shares” means the common shares in the capital of the Corporation;

“Confirmation” has the meaning set forth in Section 3.2(1);

“Corporation” means Osisko Development Corp., a corporation existing under the federal laws of Canada;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors, who may be counsel for the Corporation, acceptable to the Warrant Agent;

“Current Market Price” of the Common Shares at any date means the volume weighted average of the trading price per share for such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date on the Exchange or any stock exchange on which the Common Shares are listed for trading, or, if the Common Shares are not traded on any stock exchange, such over-the-counter market as may be selected for such purpose by the board of directors of the Corporation or, if the Common Shares are not traded on any such market, as determined by the board of directors of the Corporation, acting reasonably;

“Depository” means CDS, or its successor;

“Documents” has the meaning set forth in Section 9.3(2);

“DRS” means the Direct Registration System maintained by the Warrant Agent, in the case of the Warrants, or the Corporation’s Transfer Agent, in the case of the Common Shares;

- 4 -

“DRS Advice” means the notification produced by the DRS evidencing ownership of the Warrants or Common Shares, as the case may be;

“Effective Date” means the date of issue of the Warrants;

“Exchange” means the TSX Venture Exchange;

“Exchange Rate” means, at any time, the number of Common Shares subject to the right of purchase under each Warrant at such time, which, as of the Effective Date, shall be one (1) Common Share (subject to adjustment in accordance with the provisions of Article 4);

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in Section 3.2(1);

“Exercise Price” means, at any time, the price at which a whole Common Share may be purchased upon the exercise of a Warrant at such time, which, as of the Effective Date, shall be US$2.56 per Common Share (subject to adjustment in accordance with the provisions of Article 4);

“ExpiryDate” means the earlier of (i) August 15, 2027, and (ii) if the Acceleration Right is exercised by the Corporation in accordance with the terms of this Indenture, the date indicated on the Acceleration Notice which shall be the 30^th^ calendar day after the date of such Acceleration Notice;

“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date;

“Extraordinary Resolution” has the meaning set forth in Section 7.11;

“holder” means, unless the context requires otherwise, a Warrantholder;

“Indemnified Parties” has the meaning set forth in Section 9.7;

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the Register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;

“NYSE” means the New York Stock Exchange;

“Non-Brokered Private Placement” has the meaning ascribed thereto in the recitals hereto;

“Offering” has the meaning ascribed thereto in the recitals hereto;

“person” means an individual, body corporate, partnership, limited liability company, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“QIB Purchaser” means a Qualified Institutional Buyer who first purchased Units on the date of original issuance of the Units in the Offering and who, in connection with such purchase, executed a U.S. Subscription Agreement including the Qualified Institutional Buyer Certificate attached thereto;

- 5 -

“Qualified Institutional Buyer” means a “qualified institutional buyer” as that term is defined in Rule 144A under the U.S. Securities Act that is also a U.S. Accredited Investor;

“Register” means the one set of records and accounts maintained by the Warrant Agent and designated as the Register of the holders of Warrants in accordance with Section 2.9;

“register” means, unless the context requires otherwise, to record in the Register;

“registered” means, unless the context requires otherwise, as recorded in the Register;

“Registration Statement” means a registration statement on Form F-3 (or such other form as may be available to the Corporation) filed with the SEC under the U.S. Securities Act registering for resale the Common Shares issuable upon exercise of the Warrants;

“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

“Rights Offering” has the meaning set forth in Section 4.1(b);

“Rights Offering ExercisePeriod” has the meaning set forth in Section 4.1(b);

“SEC” means the United States Securities and Exchange Commission;

“Shareholder” means a holder of shares of the Corporation;

“Trading Day” means a day on which the Exchange, the NYSE, or other stock exchange on which the Common Shares are listed and which forms the primary trading market for such shares is open for trading, and if the Common Shares are not listed on a stock exchange, a day on which an over-the-counter market where such shares are traded is open for business;

“Transfer Agent” means TSX Trust Company, in its capacity as transfer agent of the Common Shares, or its successors from time to time;

“Uncertificated Warrant” means any Warrant which is not a Certificated Warrant, including DRS Advices;

“Underwriters” has the meaning ascribed thereto in the recitals hereto;

“Unit” has the meaning ascribed thereto in the recitals hereto;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. Accredited Investor” means an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act;

“U.S. Common Share Legend” has the meaning set forth in Section 3.3(3);

“U.S. Person” means a U.S. person as that term is defined in Rule 902(k) of Regulation S;

“U.S. Purchaser” means a U.S. Person, a person in the United States, or a person purchasing Units for the account or benefit of a U.S. Person or a person in the United States, in each case that originally purchased Units from the Corporation in the Offering;

- 6 -

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Securities ExchangeAct” means the United States Securities and Exchange Act of 1934, as amended;

“U.S. Subscription Agreement” means a subscription agreement delivered to and executed by QIB Purchasers or AI Purchasers of the Units in the United States or that are U.S. Persons, including the Qualified Institutional Buyer Certificate or the U.S. Accredited Investor Certificate attached thereto, as applicable;

“U.S. Warrant Certificates” means a Warrant Certificate or DRS Advice representing Warrants issued to U.S. Purchasers;

“U.S. Warrant Legend” has the meaning set forth in Section 2.6(4);

“Warrant Agency” means the principal office of the Warrant Agent in the City of Toronto, or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means TSX Trust Company, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrantholders” means the persons who are registered owners of Warrants as such names appear on the Register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the Register of the Warrant Agent;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Warrantholders holding in the aggregate not less than 50% of the aggregate number of Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

“Warrants” means the common share purchase warrants created by and authorized by and issuable under this Indenture, each whole warrant entitling the holder thereof to purchase one Common Share (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time; and

“written order”, “written request”, “written consent” or “certificate” of the Corporation, mean, a written order, written request, written consent or certificate signed in the name of the Corporation, by any one duly authorized signatory of the Corporation, and may consist of one or more instruments so executed.

1.2          Genderand Number

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

- 7 -

1.3          Construction

(1)	The terms “this Warrant Indenture”,<br> “this Indenture”, “hereto”, “herein”,<br> “hereby”, “hereof” and similar expressions mean and<br> refer to this warrant indenture and any indenture, deed or instrument supplemental hereto.
(2)	The expressions “Article”<br> and “Section” followed by a number, letter or both mean and refer to the<br> specified article or section of this Indenture.
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(3)	The division of this Indenture into Articles<br> and Sections, the provision of a Table of Contents and the insertion of headings are for<br> convenience of reference only and shall not affect the construction or interpretation of<br> this Indenture or of the Warrants.
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1.4          Daynot a Business Day

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

1.5          Timeof the Essence

Time shall be of the essence in this Indenture and each Warrant.

1.6          MonetaryReferences

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

1.7          ApplicableLaw

This Indenture, the Warrants, the Warrant Certificates and DRS Advices (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters arising out of this Indenture and the transactions contemplated herein.

ARTICLE 2

ISSUE OF WARRANTS

2.1          Creationand Issue of Warrants

(1)

The Warrants authorized to be issued hereunder are limited in respect of the aggregate number of Common Shares which can be subscribed for and purchased pursuant thereto, and Warrants may be issued only upon and subject to the terms and conditions hereinafter set forth. The Corporation is hereby authorized to create and issue, upon receipt of the applicable consideration therefor up to 49,532,661 Warrants, entitling the holders thereof to subscribe for and purchase up to an aggregate of 49,532,661 Common Shares together with such additional indeterminate number of Common Shares as may be required to be issued pursuant to any adjustment required to be made by the provisions of Article 4 hereof, and such Warrants are hereby authorized to be issued.

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(2)	Registration of interests in the Warrants<br> held by the Depository may be evidenced by a position appearing on the Register for an amount<br> representing the aggregate number of such Warrants outstanding from time to time.

2.2          Termsof Warrants

(1)	Subject to the applicable conditions for exercise<br> set out in Article 3 having been satisfied and subject to adjustment in accordance herewith,<br> each Warrant shall entitle the holder thereof, upon exercise at any time after the Effective<br> Date and prior to the Expiry Time, to acquire that number of Common Shares equal to the Exchange<br> Rate, upon payment of the Exercise Price as provided herein.
(2)	Notwithstanding anything to the contrary provided<br> for herein, at any time following the 15-month anniversary of the date of this Indenture<br> but prior to the Expiry Time, if the closing price of the Common Shares on either the Exchange<br> (based on the Bank of Canada exchange rate as at the close of markets on each relevant Trading<br> Day) or the NYSE exceeds the Acceleration Trigger Price for a period of 20 consecutive Trading<br> Days (an “Acceleration Event”), the Corporation shall have the right,<br> at its sole discretion, to exercise the Acceleration Right by delivering the Acceleration<br> Notice to Warrantholders within 10 calendar days from the occurrence of such Acceleration<br> Event. If the Acceleration Right is exercised by the Corporation in accordance with the terms<br> of this Indenture, the Expiry Date will be accelerated to a date that is 30 calendar days<br> following the delivery of the Acceleration Notice to Warrantholders, and any unexercised<br> Warrants shall automatically expire at the Expiry Time on the accelerated Expiry Date. On<br> the same day as the Acceleration Notice, the Corporation shall also provide a certificate<br> of the Corporation to the Warrant Agent notifying them of the Corporation’s decision<br> to exercise the Acceleration Right, confirming the accelerated Expiry Date and that the conditions<br> required have been met to accelerate the Warrants, which certificate shall include a copy<br> of the Acceleration Notice. As soon as reasonably practicable following the receipt of the<br> certificate relating to the Acceleration Notice, the Warrant Agent shall deliver notices,<br> with such notice to be in the form to be provided by the Corporation to the Warrant Agent,<br> to Warrantholders of the Corporation’s decision to exercise the Acceleration Right,<br> and such notice shall include a copy of the Acceleration Notice.
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(3)	No fractional Warrants shall be issued or<br> otherwise provided for hereunder and Warrants may only be exercised in a sufficient number<br> to acquire whole numbers of Common Shares. If the aggregate number of Warrants to be issued<br> to a person includes a fractional Warrant, the number of Warrants to be issued to such person<br> shall be rounded down to the nearest whole number and no consideration shall be paid for<br> any such fractional Warrant.
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(4)	Each Warrant shall entitle the holder thereof<br> to such other rights and privileges as are set forth in this Indenture.
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(5)	The number of Common Shares which may be purchased<br> pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events<br> and in the manner specified in Article 4.
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(6)	Neither the Corporation nor the Warrant Agent<br> shall have any obligation to deliver Common Shares upon the exercise of any Warrant if the<br> person to whom such shares are to be delivered is a resident of a country or political subdivision<br> thereof in which the Common Shares may not lawfully be issued pursuant to applicable securities<br> legislation. The Corporation shall require any person to provide proof of an applicable exemption<br> from such securities legislation to the Corporation and Warrant Agent before any Common Shares<br> are delivered pursuant to the exercise of any Warrant. For greater certainty, the Warrant<br> Agent shall be entitled to assume that the issuance and delivery of Common Shares pursuant<br> to any Warrant exercise is lawful unless otherwise directed in writing by the Corporation.
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2.3          Warrantholdernot a Shareholder

Except as may be specifically provided herein, nothing in this Indenture, or in the holding of a Warrant Certificate or entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to dividends or other distributions or allocations on the Common Shares.

2.4          U.S.Securities Law Matters

(1)	The parties hereto acknowledge that the Warrants<br> and the Common Shares issuable upon exercise thereof have not been registered under the U.S.<br> Securities Act or the securities laws of any state of the United States, and are being issued<br> in the United States or to or for the account or benefit of U.S. Persons in reliance on exemptions<br> from the registration requirements of the U.S. Securities Act and similar exemptions under<br> applicable state securities laws.
(2)	A U.S. Purchaser who is a Qualified Institutional<br> Buyer may only offer, sell, pledge or otherwise transfer Warrants and Common Shares issuable<br> upon exercise thereof: (a) to the Corporation or its subsidiaries; (b) outside<br> the United States, in accordance with Rule 904 of Regulation S under the U.S. Securities<br> Act and in compliance with applicable local laws and regulations; or (c) pursuant to<br> a registration statement that has been declared effective under the U.S. Securities Act by<br> the SEC (including the Registration Statement, in the case of the Common Shares).
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(3)	A U.S. Purchaser who is a U.S. Accredited<br> Investor but not a Qualified Institutional Buyer may only offer, sell, pledge or otherwise<br> transfer Warrants and the Common Shares issuable upon exercise thereof: (a) to the Corporation;<br> (b) outside the United States, in accordance with Rule 904 of Regulation S under<br> the U.S. Securities Act and in compliance with applicable local laws and regulations; (c) pursuant<br> to the exemption from registration under the U.S. Securities Act provided by Rule 144<br> thereunder, if available, and in compliance with applicable state securities laws; (d) in<br> another transaction that does not require registration under the U.S. Securities Act or any<br> applicable state securities laws; or (e) pursuant to a registration statement that has<br> been declared effective under the U.S. Securities Act by the SEC (including the Registration<br> Statement, in the case of the Common Shares); provided that in the case of transfers pursuant<br> to (c) or (d) above, a legal opinion or other evidence in form and substance reasonably<br> satisfactory to the Corporation and the Warrant Agent or Transfer Agent, as applicable must<br> first be provided to the Corporation and the Warrant Agent or Transfer Agent, as applicable;<br> provided further that in the case of transfers pursuant to (e) above, a legal opinion<br> or other evidence in form and substance reasonably satisfactory to the Corporation and the<br> Warrant Agent or Transfer Agent, as applicable, or a copy of a registration statement that<br> has been declared effective under the U.S. Securities Act by the SEC (including the Registration<br> Statement, in the case of the Common Shares), must first be provided to the Corporation and<br> the Warrant Agent or Transfer Agent, as applicable.
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(4)

The Corporation has agreed to use its commercially reasonable efforts (i) to prepare and file with the SEC, within 30 days of the date of this Warrant Indenture, the Registration Statement registering the resale of the Common Shares issuable upon exercise of the Warrants issued to QIB Purchasers and AI Purchasers, and (ii) to have the Registration Statement declared effective by the date that is four months and one day from the date of this Warrant Indenture. The Corporation will deliver a written notice to the Warrant Agent when the Registration Statement becomes effective under the U.S. Securities Act and the Warrant Agent will, upon its receipt of either (i) a legal opinion or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent, or (ii) a copy of the Registration Statement, notify the registered holder of Warrants, with such notice to be in the form to be provided by the Corporation to the Warrant Agent. Thereafter, the Warrant Agent may assume that a Registration Statement remains effective until otherwise notified in writing by the Corporation that such Registration Statement is no longer effective. The Corporation shall at all times be obligated to provide prompt notice to the Warrant Agent regarding any change in the effectiveness or availability of the Registration Statement and the Warrant Agent will, upon receipt of such notice, notify the registered holders of Warrants, with such notice to be in the form to be provided by the Corporation to the Warrant Agent.

2.5          Warrantsto Rank Pari Passu

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

2.6          Form ofWarrants, Certificated Warrants

(1)	The Warrants as well as all certificates,<br> DRS Advices or written notices issued in exchange for or in substitution of such Warrants<br> or written notices, and each Common Share issued upon the exercise of such Warrants, shall<br> bear or be deemed to bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT A DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION].”

and if applicable, the additional legend as follows:

“UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO OSISKO DEVELOPMENT CORP. (THE “CORPORATION”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

and if applicable under the policies of the Exchange, the additional legend as follows:

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF CANADIAN RESIDENT UNTIL [INSERT A DATETHAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION].”

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(2)	The Warrant Agent shall be entitled to request<br> any other documents that it may reasonably require in accordance with its Internal Procedures<br> for the removal of the legends set forth above.
(3)	The Warrants may be issued in both certificated<br> and uncertificated form or DRS Advices. All Warrants issued in certificated form shall be<br> evidenced by a Warrant Certificate (including all replacements issued in accordance with<br> this Indenture), substantially in the form set out in Schedule “A” hereto, which<br> shall be dated as of the Effective Date, shall bear such distinguishing letters and numbers<br> as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable<br> in any denomination excluding fractions. Warrants issued in an uncertificated form may be<br> evidenced by a DRS Advice. All Warrants issued to the Depository may be in either a certificated<br> or uncertificated form, such uncertificated form being evidenced by a book position on the<br> Register to be maintained by the Warrant Agent in accordance with Section 2.9.
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(4)	Each U.S. Warrant Certificate originally issued<br> to a U.S. Purchaser who is a U.S. Accredited Investor but not a Qualified Institutional Buyer<br> and is represented by a definitive Warrant Certificate or DRS Advice, and any Warrant Certificate<br> or DRS Advice issued in exchange therefor or in substitution thereof, shall bear the following<br> legend (the “U.S. Warrant Legend”) until the same is no longer required<br> under the U.S. Securities Act or applicable state securities laws:
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“THESE SECURITIES AND THESECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,AGREES FOR THE BENEFIT OF OSISKO DEVELOPMENT CORP. (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGEDOR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES, IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROMREGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S.STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLEU.S. STATE SECURITIES LAWS, OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIESACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, A LEGAL OPINION OR OTHER EVIDENCE IN FORM ANDSUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION AND ITS TRANSFER AGENT.

DELIVERY OF THIS CERTIFICATE MAY NOTCONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

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provided, that if any such Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, the U.S. Warrant Legend may be removed by providing a declaration to the Warrant Agent in the form attached hereto as Schedule “C”, or such form as the Corporation may from time to time prescribe, together with any other evidence, which may include an opinion of counsel of recognized standing reasonably satisfactory to the Corporation and the Warrant Agent, to the effect that such sale is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act and the legend is no longer required under applicable requirements of the U.S. Securities Act;

provided further, that if any such Warrants are being sold pursuant to Rule 144 under the U.S. Securities Act and in compliance with any applicable state securities laws, the legend may be removed by delivery to the Corporation and the Warrant Agent of an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws.

2.7          BookEntry Only Warrants

(1)	Reregistration of beneficial interests in<br> and transfers of Warrants held by the Depository shall be made only through the book entry<br> registration system and no Warrant Certificates shall be issued in respect of such Warrants<br> except where physical certificates evidencing ownership in such securities are required or<br> as set out herein or as may be requested by the Depository, as determined by the Corporation,<br> from time to time. Except as provided in this Section 2.7, owners of beneficial interests<br> in any CDS Global Warrants shall not be entitled to have Warrants registered in their names<br> and shall not receive or be entitled to receive Warrants in definitive form or to have their<br> names appear in the Register.
(2)	Notwithstanding any other provision in this<br> Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered,<br> and no transfer of any CDS Global Warrants in whole or in part may be registered, in the<br> name of any person other than the Depository for such CDS Global Warrants or a nominee thereof<br> unless:
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(a)	the Depository notifies the Corporation<br> that it is unwilling or unable to continue to act as depository in connection with the Book<br> Entry Only Warrants and the Corporation is unable to locate a qualified successor;
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(b)	the Corporation determines that the Depository<br> is no longer willing, able or qualified to discharge properly its responsibilities as holder<br> of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
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(c)	the Depository ceases to be a clearing<br> agency or otherwise ceases to be eligible to be a depository and the Corporation is unable<br> to locate a qualified successor;
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(d)	the Corporation determines that the Warrants<br> shall no longer be held as Book Entry Only Warrants through the Depository;
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(e)	such right is required by Applicable Legislation<br> as determined by the Corporation and the Corporation’s Counsel;
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(f)	the Warrant is to be Authenticated to<br> or for the account or benefit of a person in the United States or a U.S. Person who is not<br> a Qualified Institutional Buyer; or
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(g)	such registration is effected in accordance<br> with the internal procedures of the Depository and the Warrant Agent,

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in clauses (a) to (f) of this Section 2.7(2).

(3)	Subject to the provisions of this Section <br> 2.7, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may<br> be made in whole or in part in accordance with the provisions of Section 2.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion<br> thereof shall be registered in such names as the Depository for such CDS Global Warrants<br> shall direct and shall be entitled to the same benefits and subject to the same terms and<br> conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS<br> Global Warrants or portion thereof surrendered upon such exchange.
(4)	Every Warrant that is Authenticated upon registration<br> or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant<br> or any portion thereof, whether pursuant to this Section 2.7, or otherwise, shall be<br> Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is<br> registered in the name of a person other than the Depository for such CDS Global Warrant<br> or a nominee thereof.
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(5)	Notwithstanding anything to the contrary in<br> this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued<br> as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or<br> the Corporation.
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(6)	The rights of beneficial owners of Warrants<br> who hold securities entitlements in respect of the Warrants through the book entry registration<br> system shall be limited to those established by Applicable Legislation and agreements between<br> the Depository and the Book Entry Only Participants and between such Book Entry Only Participants<br> and the beneficial owners of Warrants who hold securities entitlements in respect of the<br> Warrants through the book entry registration system, and such rights must be exercised through<br> a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
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(7)	Notwithstanding anything herein to the contrary,<br> neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility<br> or liability for:
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(a)	the electronic records maintained by the<br> Depository relating to any ownership interests or any other interests in the Warrants or<br> the depository system maintained by the Depository, or payments made on account of any ownership<br> interest or any other interest of any person in any Warrant represented by an electronic<br> position in the book entry registration system (other than the Depository or its nominee);
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(b)	maintaining, supervising or reviewing<br> any records of the Depository or any Book Entry Only Participant relating to any such interest;<br> or
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(c)	any advice or representation made or given<br> by the Depository or those contained herein that relate to the rules and regulations<br> of the Depository or any action to be taken by the Depository on its own direction or at<br> the direction of any Book Entry Only Participant.
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(8)	The Corporation may terminate the application<br> of this Section 2.7 in its sole discretion in which case all Warrants shall be evidenced<br> by Warrant Certificates registered in the name of a person other than the Depository.

2.8          Authentication

(1)	For Warrants issued in certificated form,<br> the form of certificate representing Warrants shall be substantially as set out in Schedule<br> “A” hereto or such other form as is authorized from time to time by the Corporation.<br> Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant<br> Certificate shall be signed by any one duly authorized signatory of the Corporation; whose<br> signature shall appear on the Warrant Certificate and may be electronic, printed, lithographed<br> or otherwise mechanically reproduced thereon and, in such event, certificates so signed are<br> as valid and binding upon the Corporation as if it had been signed manually. Any Warrant<br> Certificate which has a signature as hereinbefore provided shall be valid notwithstanding<br> that the person whose signature is electronic, printed, lithographed or mechanically reproduced<br> no longer holds office at the date of issuance of such certificate. The Warrant Certificates<br> may be engraved, printed or lithographed, or partly in one form and partly in another, as<br> the Corporation may determine.
(2)	The Warrant Agent shall Authenticate Uncertificated<br> Warrants (whether upon original issuance, exchange, registration of transfer, partial payment,<br> or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby<br> acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated<br> Warrants under this Indenture. Such Authentication shall be conclusive evidence that such<br> Uncertificated Warrant has been duly issued hereunder and that the holder or holders are<br> entitled to the benefits of this Indenture, and such Authenticated Uncertificated Warrants<br> shall be binding on the Corporation. The Register shall be final and conclusive evidence<br> as to all matters relating to Uncertificated Warrants with respect to which this Indenture<br> requires the Warrant Agent to maintain records or accounts. In case of differences between<br> the Register at any time and any later time, the Register at the later time shall be controlling,<br> absent manifest error.
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(3)	Any Warrant Certificate validly issued in<br> accordance with the terms of this Indenture in effect at the time of issue of such Warrant<br> Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly<br> entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant<br> Certificate may not be in the form currently required by this Indenture.
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(4)	No Warrant shall be considered issued and<br> shall be valid or obligatory or shall entitle the holder thereof to the benefits of this<br> Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant<br> Agent, including by way of entry on the Register, shall not be construed as a representation<br> or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant<br> Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to<br> the performance by the Corporation of its obligations under this Indenture and the Warrant<br> Agent shall in no respect be liable or answerable for the use made of the Warrants or any<br> of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive<br> evidence as against the Corporation that the Warrants so Authenticated have been duly issued<br> hereunder and that the holder thereof is entitled to the benefits of this Indenture.
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2.9          Registerof Warrants

(1)	The Warrant Agent shall maintain records and<br> accounts concerning the Warrants, whether certificated or uncertificated, which shall contain<br> the information called for below with respect to each Warrant, together with such other<br> information as may be required by law or as the Warrant Agent may elect to record. All such<br> information shall be kept in one set of accounts and records which the Warrant Agent shall<br> designate (in such manner as shall permit it to be so identified as such by an unaffiliated<br> party) as the Register of the holders of Warrants. The information to be entered for each<br> account in the Register at any time shall include (without limitation):
(a)	the names and addresses of the holders<br> of the Warrants, the date of Authentication thereof and the number of Warrants;
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(b)	whether such Warrant is a Certificated<br> Warrant or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or<br> code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number<br> or code assigned thereto if any;
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(c)	whether such Warrant has been cancelled;<br> and
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(d)	a register of transfers in which all transfers<br> of Warrants and the date and other particulars of each transfer shall be entered.
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The Register shall be available for inspection by the Corporation or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)

Once an Uncertificated Warrant has been Authenticated, the information set forth in the Register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

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2.10          Issuein Substitution for Warrant Certificates Lost, etc.

(1)

If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to Applicable Legislation, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Corporation and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)

The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

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2.11          Exchangeof Warrant Certificates

(1)

Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)

Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

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2.12          Transferand Ownership of Warrants

(1)	The Warrants may only be transferred on the<br> Register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives<br> or its attorney duly appointed by an instrument in writing in form and execution satisfactory<br> to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering<br> to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants<br> to be transferred together with a duly executed transfer form as set forth in Schedule “A”,<br> (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed<br> by the Depository under the book entry registration system, (c) in the case of DRS Advices,<br> surrendering to the Warrant Agent at the Warrant Agency, DRS Advices representing the Warrants<br> to be transferred together with a duly executed form of transfer as set forth in Schedule<br> “A” and (d) upon compliance with:
(i)	the conditions herein;
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(ii)	such reasonable requirements as the Warrant<br> Agent may prescribe; and
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(iii)	all applicable securities legislation<br> and requirements of regulatory authorities;
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and, in the case of a Warrant Certificate, such transfer shall be duly noted in such Register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, to the transferee of a DRS Advice, a DRS Advice, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the Register maintained by the Warrant Agent and Warrants that are held as Book Entry Only Warrants shall be transferred and recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants.

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No duty shall rest with the Warrant Agent to determine compliance of the transferor or transferee with Applicable Securities Laws. The Warrant Agent shall be entitled to assume that all transfers are legal and proper.

(2)

Subject to the provisions of this Indenture and Applicable Legislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

2.13          Cancellationof Surrendered Warrants

All Warrant Certificates surrendered pursuant to Section 2.10, Section 2.11, Section 2.12, Article 3 or Section 5.1 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the Register by the Warrant Agent. Upon written request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

ARTICLE 3

EXERCISE OF WARRANTS

3.1          Rightof Exercise

Subject to the provisions hereof, each Warrant shall entitle the holder, from the Effective Date and prior to the Expiry Time, to subscribe for and purchase that number of Common Shares equal to the Exchange Rate, at a price per share equal to the Exercise Price, all in accordance with the terms hereof and the conditions herein.

3.2          WarrantExercise

(1)

Warrantholders of Warrant Certificates or DRS Advices who wish to exercise the Warrants held by them in order to acquire Common Shares must complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s) or DRS Advice, the executed Exercise Notice and a certified cheque, bank draft, wire transfer or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate or evidenced by a DRS Advice shall be deemed to be surrendered upon personal delivery of such certificate or DRS Advice, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

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A beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Only Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Only Participant through a Book Based System, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (I) (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; (c) was not offered and did not acquire the Warrants in the United States; and (d) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States or (II) is a QIB Purchaser, and the representations, warranties and covenants made by such QIB Purchaser in the Qualified Institutional Buyer Certificate attached to the U.S. Subscription Agreement remain true and correct at the time of exercise. If the Book Entry Only Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be required to be withdrawn from the Book Based System by the Book Entry Only Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or Book Entry Only Participant and the exercise procedures set forth in Section 3.2(1) shall be followed (and provided, for greater certainty, that the foregoing does not apply, in the case of a QIB Purchaser who complies with Section 3.3(2)).

(2)	Subject to Section 3.3(2) below,<br> the Warrants may not be exercised within the United States or by or on behalf of a person<br> in the United States or a U.S. Person.
(3)	Payment representing the aggregate Exercise<br> Price must be provided to the appropriate office of the Book Entry Only Participant in a<br> manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and<br> payment from such beneficial holder should be provided to the Book Entry Only Participant<br> sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice<br> and payment to the Depository and for the Depository in turn to deliver notice and payment<br> to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise<br> by way of the Confirmation and forward the aggregate Exercise Price electronically to the<br> Warrant Agent and the Warrant Agent will execute the exercise by causing the issuance to<br> the Depository through the book entry registration system of the Common Shares to which the<br> exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with<br> the exercise process will be for the account of the entitlement holder exercising the Warrants<br> and/or the Book Entry Only Participant exercising the Warrants on its behalf.
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(4)	By causing a Book Entry Only Participant to<br> deliver notice to the Depository, a beneficial holder shall be deemed to have irrevocably<br> surrendered his, her or its Warrants so exercised and appointed such Book Entry Only Participant<br> to act as his, her or its exclusive settlement agent with respect to the exercise of the<br> Warrants and the receipt of Common Shares in connection with the obligations arising from<br> such exercise.
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(5)	Any notice which the Depository determines<br> to be incomplete, not in proper form or not duly executed shall for all purposes be void<br> and of no effect and the exercise to which it relates shall be considered for all purposes<br> not to have been exercised thereby. A failure by a Book Entry Only Participant to exercise<br> or to give effect to the settlement thereof in accordance with the beneficial holder’s<br> instructions will not give rise to any obligations or liability on the part of the Corporation<br> or Warrant Agent to the Book Entry Only Participant or the Warrantholder.
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(6)	Any exercise form or Exercise Notice referred<br> to in this Section 3.2 shall be signed by the registered Warrantholder, or its executors<br> or administrators or other legal representatives or an attorney of the registered Warrantholder,<br> duly appointed by an instrument in writing satisfactory to the Warrant Agent but such exercise<br> form or Exercise Notice need not be executed by the Depository.
(7)	Any exercise referred to in this Section <br> 3.2 shall require that the entire Exercise Price for Common Shares subscribed must be paid<br> at the time of subscription and such Exercise Price and original Exercise Notice executed<br> by the registered Warrantholder or the Confirmation from the Depository must be received<br> by the Warrant Agent prior to the Expiry Time.
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(8)	If the form of Exercise Notice set forth in<br> the Warrant Certificate shall have been amended, the Corporation shall cause the amended<br> Exercise Notice to be forwarded to all Warrantholders.
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(9)	Exercise Notices and Confirmations must be<br> delivered to the Warrant Agent at any time during the Warrant Agent’s actual business<br> hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations<br> received by the Warrant Agent after business hours on any Business Day other than the Expiry<br> Date will be deemed to have been received by the Warrant Agent on the next following Business<br> Day.
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(10)	Any Warrant with respect to which a Confirmation<br> or valid exercise is not received by the Warrant Agent before the Expiry Time shall be deemed<br> to have expired and become void and all rights with respect to such Warrants shall terminate<br> and be cancelled.
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3.3          Restrictionson Exercise by Persons in the United States and U.S. Persons

(1)	Subject to Section 3.3(2) below,<br> (i) Warrants may not be exercised within the United States or by or on behalf of any<br> person in the United States or U.S. Person; and (ii) no Common Shares issued upon exercise<br> of Warrants may be delivered to any address in the United States unless such securities are<br> registered under the U.S. Securities Act and the securities laws of all applicable states<br> of the United States.
(2)	Notwithstanding Section 3.2(2) or<br> Section 3.3(1), (i) Warrants may be exercised in the United States or by or on<br> behalf of a person in the United States or U.S. Person, and (ii) Common Shares issued<br> upon exercise of any such Warrants may be delivered to an address in the United States, provided<br> that:
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(a)	the person exercising the Warrants is<br> a QIB Purchaser that: (i) executed a U.S. Subscription Agreement and the representations,<br> warranties and covenants made by such QIB Purchaser in the Qualified Institutional Buyer<br> Certificate attached to the U.S. Subscription Agreement remain true and correct at the time<br> of exercise, and any exercise of Warrants without the delivery of an opinion of counsel or<br> other evidence shall be deemed a representation and warranty to the Corporation to that effect;<br> or (ii) has provided an opinion of counsel of recognized standing in form and substance<br> reasonably satisfactory to the Corporation that the exercise of the Warrants and the issuance<br> of the Common Shares are exempt from the registration requirements of the U.S. Securities<br> Act and applicable state securities laws. Any certificates or DRS Advices representing Common<br> Shares issued to a Qualified Institutional Buyer shall not bear any legend for purposes of<br> the U.S. Securities Act; or
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(b)	the person exercising the Warrants has<br> provided a written certification that: (i) it is an AI Purchaser that executed a U.S.<br> Subscription Agreement including a U.S. Accredited Investor Certificate attached thereto;<br> (ii) is exercising the Warrants for its own account or the account of a disclosed principal<br> that was named in the U.S. Subscription Agreement; (iii) is, and such disclosed<br> principal, if any, is a U.S. Accredited Investor at the time of exercise of the Warrants;<br> and (iv) confirms the representations and warranties made in the U.S. Subscription Agreement<br> including the U.S. Accredited Investor Certificate attached thereto at the time of the original<br> purchase of the Units remain true and correct as of the date of exercise of the Warrants.<br> Any certificates representing Common Shares issued to a U.S. Accredited Investor shall bear<br> the U.S. Common Share Legend (as defined below); or
(c)	the person exercising the Warrants has<br> provided an opinion of counsel of recognized standing or other evidence in form and substance<br> reasonably satisfactory to the Corporation to the effect that the exercise of the Warrants<br> and the issuance of the Common Shares are exempt from registration under the U.S. Securities<br> Act and any applicable U.S. state securities laws, and, if the Corporation and its counsel<br> deem necessary, shall bear the U.S. Common Share Legend.
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(3)	Common Shares issued upon the exercise of<br> Warrants by a U.S. Accredited Investor that is not a Qualified Institutional Buyer shall<br> be represented by definitive certificates or DRS Advices and shall bear the following legend<br> (the “U.S. Common Share Legend”) until such time as the same is no longer<br> required under applicable requirements of the U.S. Securities Act or applicable state securities<br> laws:
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“THESE SECURITIES HAVE NOTBEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), ORUNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF OSISKO DEVELOPMENT CORP.(THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THECORPORATION, (B) OUTSIDE THE UNITED STATES, IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND INCOMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIESACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN ANOTHERTRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, OR (E) PURSUANTTO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANTTO (C) OR (D) ABOVE, A LEGAL OPINION OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATIONMUST FIRST BE PROVIDED TO THE CORPORATION AND ITS TRANSFER AGENT.

DELIVERY OF THIS CERTIFICATE MAY NOTCONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

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provided that: (i) if any such Common Shares are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, the U.S. Common Share Legend may be removed by providing a declaration to the Transfer Agent in the form attached hereto as Schedule “C”, or such form as the Corporation may from time to time prescribe, together with together with any other evidence, which may include an opinion of counsel of recognized standing reasonably satisfactory to the Corporation and the Transfer Agent, to the effect that such sale is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act and the legend is no longer required under applicable requirements of the U.S. Securities Act; (ii) if any such Common Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, the U.S. Common Share Legend may be removed by delivery to the Corporation and Transfer Agent of an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Corporation to the effect that the U.S. Common Share Legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws; and (iii) on the date that is four months and one day from the date of this Warrant Indenture and provided that the Registration Statement is effective, if any such Common Shares are being resold pursuant to the Registration Statement, the Corporation will cause its counsel to deliver to the Transfer Agent an opinion or other evidence reasonably satisfactory to the Transfer Agent, upon the request of any holder, to the effect that the restrictions on transfer under the U.S. Securities Act may be removed.

3.4          TransferFees and Taxes

If any of the Common Shares subscribed for are to be issued to a person or persons other than the registered Warrantholder, the registered Warrantholder shall execute the form of transfer as set forth in Schedule “A” and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation, or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates or DRS Advices evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

3.5          WarrantAgency

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Warrantholders showing the number of Warrants held by each such registered Warrantholder.

3.6          Effectof Exercise of Warrants

(1)

Upon the exercise of Warrants pursuant to and in compliance with Section 3.2 and subject to Section 3.3, the Common Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Common Shares are to be issued shall be deemed to have become the holder or holders of such Common Shares on the Exercise Date unless the Register shall be closed on such date, in which case the Common Shares subscribed for shall be deemed to have been issued, and such person or persons deemed to have become the holder or holders of record of such Common Shares, on the date on which such Register is reopened.

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(2)

Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates or DRS Advices for the appropriate number of Common Shares subscribed for, or any other appropriate evidence of the issuance of Common Shares to such person or persons in respect of Common Shares issued under the book entry registration system or direct registration system.

3.7          PartialExercise of Warrants; Fractions

(1)

A holder of Warrants may exercise his, her or its right to acquire a number of whole Common Shares less than the aggregate number which the holder is entitled to acquire pursuant to such Warrants. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)

Notwithstanding anything herein contained, including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. If, upon the exercise of Warrants by a person, the aggregate number of Common Shares to be issued to such person includes a fractional Common Share, the number of Common Shares to be issued to such person shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Common Share.

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3.8          Expirationof Warrants

From and after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

3.9          Accountingand Recording

(1)

The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Common Shares through the exercise of Warrants. All such monies and any securities or other instruments from time to time received by the Warrant Agent shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent for, the Warrantholders and the Corporation as their interests may appear.

(2)

The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Common Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

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3.10          SecuritiesRestrictions

Notwithstanding anything herein contained, no Warrants, or Common Shares issuable upon the exercise of such Warrants, will be issued if the issuance of such Warrants or Common Shares would constitute a violation of the securities laws of any applicable jurisdiction, and, without limiting the generality of the foregoing, the Corporation may include any legend on the certificates or DRS Advices representing the Warrants and Common Shares issuable upon exercise of any Warrant if, in the opinion of counsel to the Corporation, such legend is necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed; provided that if, at any time, in the opinion of outside counsel to the Corporation, acting reasonably, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate or DRS Advices, at his, her or its expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel of recognized standing satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificates or DRS Advices may thereafter be surrendered to the Warrant Agent in exchange for a certificate or DRS Advices that does not bear such legends.

The Warrant Agent shall be entitled to assume that the Common Shares may be issued pursuant to the exercise of any Warrant without violating any Applicable Securities Laws and without legending the certificate or DRS Advices representing the Common Shares unless the Warrant Agent has received notice in writing from the Corporation stating otherwise and setting forth the restrictions on the exercise of the Warrants and any legend the certificates or DRS Advices representing the Common Shares should bear.

ARTICLE 4

ADJUSTMENT OF NUMBEROF COMMON SHARES AND EXERCISE PRICE

4.1          Adjustmentof Number of Common Shares and Exercise Price

The subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(a)	if, at any time after the Effective Date<br> but prior to the Expiry Date, the Corporation shall:
(i)	subdivide, re-divide or change its outstanding<br> Common Shares into a greater number of Common Shares;
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(ii)	reduce, combine or consolidate its outstanding<br> Common Shares into a lesser number of Common Shares; or
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(iii)	issue Common Shares or securities exchangeable<br> for, or convertible into, Common Shares to the holders of all or substantially all of the<br> Common Shares by way of a stock dividend or other distribution (other than a distribution<br> of Common Shares upon the exercise of Warrants or any outstanding options);
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(any of such events in Section 4.1(a)(i), (ii) or (iii) being called an “Common Share Recapitalization”), then, in each case:

(iv)	the Exercise Price shall be adjusted as<br> of the effective date or record date of such Common Share Recapitalization so that it shall<br> equal the amount, in dollars, determined by multiplying the Exercise Price in effect immediately<br> prior to such effective date or record date by a fraction, the numerator of which shall<br> be the number of Common Shares outstanding on such effective date or record date before giving<br> effect to such Common Share Recapitalization, and the denominator of which shall be the number<br> of Common Shares outstanding as of the effective date or record date after giving effect<br> to such Common Share Recapitalization (including, in the case where securities exchangeable<br> for or convertible into Common Shares are distributed, the number of Common Shares that would<br> have been outstanding had such securities been exchanged for or converted into Common Shares<br> on such record date or effective date);
(v)	concurrently with<br> any adjustment of the Exercise Price pursuant to this Section 4.1(a), the Exchange<br> Rate shall be adjusted so that it shall equal the amount determined by multiplying the Exchange<br> Rate in effect immediately prior to such adjustment by a fraction, of which the numerator<br> shall be the Exercise Price in effect immediately prior to such adjustment and the denominator<br> shall be the Exercise Price resulting from such adjustment; and
(vi)	any adjustments required under this Section 4.1(a) shall be made<br> successively whenever any Common Share Recapitalization shall occur;
(b)	if and whenever, at any time after the<br> Effective Date but prior to the Expiry Date, the Corporation shall fix a record date for<br> the issuance of rights, options or warrants to all or substantially all the holders of outstanding<br> Common Shares entitling them, for a period expiring not more than 45 days after such record<br> date (“Rights Offering Exercise Period”), to subscribe for or purchase<br> Common Shares (or securities convertible or exchangeable into Common Shares) at a price per<br> Common Share (or having a conversion or exchange price per Common Share) less than 95% of<br> the Current Market Price on such record date (a “Rights Offering”), then,<br> in each case:
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(i)	the Exercise Price shall be adjusted<br> immediately after such record date so that it shall equal the amount, in dollars, determined<br> by multiplying the Exercise Price in effect on such record date by a fraction, of which the<br> numerator shall be the total number of Common Shares outstanding on such record date plus<br> that number of Common Shares determined by dividing the aggregate price of the total number<br> of additional Common Shares offered for subscription or purchase (or the aggregate conversion<br> or exchange price of the convertible or exchangeable securities so offered) by the Current<br> Market Price, and of which the denominator shall be the total number of Common Shares outstanding<br> on such record date plus the total number of additional Common Shares offered for subscription<br> or purchase or into which the convertible or exchangeable securities so offered are convertible<br> or exchangeable; for purposes of the foregoing calculation, any Common Shares owned by or<br> held for the account of the Corporation shall be deemed not to be outstanding;
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(ii)	to the extent that no such rights or warrants are exercised prior to the<br> expiry of the Rights Offering Exercise Period, the Exercise Price shall, upon expiry of the Rights Offering<br> Exercise Period, be readjusted to the Exercise Price which would then be in effect if such record date had<br> not been fixed;
(iii)	if any such rights or warrants are exercised, the Exercise Price shall,<br> upon such exercise, be adjusted to the Exercise Price which would otherwise be determined under Section <br> 4.1(b)(i) if each reference therein to “offered for subscription or purchase” were replaced<br> by a reference to “issued upon the exercise of such rights or warrants” and each reference therein<br> to “so offered” were replaced by a reference to “so purchased”;

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(iv)	concurrently<br> with any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange<br> Rate will be adjusted so that it will equal the amount determined by multiplying the Exchange<br> Rate in effect immediately prior to such adjustment by a fraction, of which the numerator<br> shall be the Exercise Price in effect immediately prior to such adjustment and the denominator<br> shall be the Exercise Price resulting from such adjustment; and
(v)	any adjustments required by this Section 4.1(b) shall be made successively<br> whenever a record date for a Rights Offering is fixed ( provided that if two or more such record dates are<br> fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record<br> dates occurred on the earliest of such record dates);
(c)	if and whenever at any time after the<br> Effective Date but prior to the Expiry Date the Corporation shall fix a record date for the<br> making of a distribution to all or substantially all the holders of outstanding Common Shares<br> of (i) securities of any class, whether of the Corporation or any other person (other<br> than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common<br> Shares (or other securities convertible into or exchangeable for Common Shares), other than<br> pursuant to a Rights Offering; (iii) evidences of its indebtedness, or (iv) any<br> property or other assets (but excluding any distribution referred to in Section 4.1(a) or<br> Section 4.1(b)), then, in each such case:
---	---
(i)	the Exercise Price shall be adjusted<br> immediately after such record date so that it shall equal the amount, in dollars, determined<br> by multiplying the Exercise Price in effect on such record date by a fraction, of which the<br> numerator shall be the total number of Common Shares outstanding on such record date multiplied<br> by the Current Market Price on such record date, less the excess, if any, of the fair market<br> value on such record date, as determined by the Corporation (subject to Exchange approval),<br> of such securities or other assets so issued or distributed over the fair market value of<br> any consideration received therefor by the Corporation from the holders of the Common Shares,<br> and of which the denominator shall be the total number of Common Shares outstanding on such<br> record date multiplied by the Current Market Price; for purposes of the foregoing calculation,<br> any Common Shares owned by or held for the account of the Corporation shall be deemed not<br> to be outstanding;
---	---
(ii)	to the extent no such distribution is made, the Exercise Price shall be readjusted<br> to the Exercise Price which would then be in effect if such record date had not been fixed;
(iii)	concurrently, with any adjustment of the Exercise Price pursuant to this<br> Section 4.1(c), the Exchange Rate will be adjusted so that it will equal the amount determined by<br> multiplying the Exchange Rate in effect immediately prior to such adjustment by a fraction, of which the<br> numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator<br> shall be the Exercise Price resulting from such adjustment; and

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(iv)	any adjustments required by this<br> Section 4.1(c) shall be made successively whenever such a record date is fixed;
(d)	if and whenever at any time after the<br> Effective Date but prior to the Expiry Date there is a reclassification or redesignation<br> of the Common Shares, or a capital reorganization of the Corporation (other than as described<br> in Section 4.1(a), Section 4.1(b) or Section 4.1(c)) or a consolidation,<br> amalgamation, arrangement, merger or other form of business combination of the Corporation<br> with or into any other body corporate, trust, partnership or other entity that results in<br> any reclassification of the Common Shares or any change or exchange of the Common Shares<br> into or for other securities or any sale, lease, exchange, transfer or conveyance of the<br> property, undertaking and assets of the Corporation as an entirety or substantially as an<br> entirety to any other body corporate, trust, partnership or other entity (any of such events<br> being a “Capital Reorganization”), any registered Warrantholder who has<br> not exercised its right of acquisition prior to the effective date of such Capital Reorganization,<br> upon the exercise of such right thereafter, shall be entitled to receive upon payment of<br> the Exercise Price and shall accept, in lieu of the number of Common Shares that prior to<br> such effective date the registered Warrantholder would have been entitled to receive, the<br> number of shares or other securities or property of the Corporation or of the body corporate,<br> trust, partnership or other entity resulting from such Capital Reorganization, that such<br> registered Warrantholder would have been entitled to receive on such Capital Reorganization,<br> if, on the effective date thereof, as the case may be, the registered Warrantholder had been<br> the registered holder of the number of Common Shares to which prior to such effective date<br> it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by<br> the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions<br> of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate,<br> partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously<br> with any such Capital Reorganization, enter into an indenture which shall provide, to the<br> extent possible, for the application of the provisions set forth in this Indenture with respect<br> to the rights and interests thereafter of the Warrantholders to the end that the provisions<br> set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly<br> as may reasonably be, with respect to any shares, other securities or property to which a<br> registered Warrantholder is entitled on the exercise of its acquisition rights thereafter.<br> Any indenture entered into between the Corporation, any successor to the Corporation or such<br> purchasing body corporate, partnership, trust or other entity and the Warrant Agent pursuant<br> to the provisions of this Section 4.1(d) shall be a supplemental indenture entered<br> into pursuant to the provisions of Article 8 hereof. Any indenture entered into between<br> the Corporation, any successor to the Corporation or such purchasing body corporate, partnership,<br> trust or other entity and the Warrant Agent shall provide for adjustments which shall be<br> as nearly equivalent as may be practicable to the adjustments provided in this Section <br> 4.1 and which shall apply to successive reclassifications, redesignations, capital reorganizations,<br> arrangements, amalgamations, consolidations, mergers, sales or conveyances;
---	---
(e)	in any case in which this Section 4.1 shall require that an adjustment<br> shall become effective immediately after a record date for an event referred to herein, the Corporation may<br> defer, until the occurrence of such event, issuing to the registered Warrantholder of any Warrant exercised<br> after the record date and prior to completion of such event the additional Common Shares issuable by reason<br> of the adjustment required by such event before giving effect to such adjustment; provided, however, that<br> the Corporation shall deliver to such registered Warrantholder an appropriate instrument evidencing such registered<br> Warrantholder’s right to receive such additional Common Shares upon the occurrence of the event<br> requiring such adjustment and the right to receive any distributions made on such additional Common Shares<br> declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such<br> later date as such registered Warrantholder would, but for the provisions of this Section 4.1(e), have<br> become the holder of record of such additional Common Shares pursuant to Section 4.1;

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(f)	in any case in which Section 4.1(a)(iii),<br> Section 4.1(b) or Section 4.1(c) require that an adjustment be made<br> to the Exercise Price, no such adjustment shall be made if the Warrantholders of the outstanding<br> Warrants receive, subject to any required stock exchange or regulatory approval, the rights<br> or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares,<br> rights, options, warrants, evidences of indebtedness or assets referred to in Section <br> 4.1(c), as the case may be, in such kind and number as they would have received if they had<br> been holders of Common Shares on the applicable record date or effective date, as the case<br> may be, by virtue of their outstanding Warrant having then been exercised into Common Shares<br> at the Exercise Price in effect on the applicable record date or effective date, as the case<br> may be;
(g)	the adjustments provided for in this Section <br> 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed<br> to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions,<br> combinations, consolidations, distributions, issues or other events resulting in any adjustment<br> under the provisions of this Section 4.1, provided that, notwithstanding any other<br> provision of this Section 4.1, no adjustment of the Exercise Price shall be required<br> unless such adjustment would require an increase or decrease of at least 1% in the Exercise<br> Price then in effect; provided, however, that any adjustments which by reason of this Section <br> 4.1(g) are not required to be made shall be carried forward and taken into account in<br> any subsequent adjustment; and
---	---
(h)	after any adjustment pursuant to this<br> Section 4.1, the term “Common Shares” where used in this Indenture shall<br> be interpreted to mean securities of any class or classes which, as a result of such adjustment<br> and all prior adjustments pursuant to this Section 4.1, the registered Warrantholder<br> is entitled to receive upon the exercise of this Warrant, and the number of Common Shares<br> indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number<br> of Common Shares and other property or securities a registered Warrantholder is entitled<br> to receive, as a result of such adjustment and all prior adjustments pursuant to this Section <br> 4.1, upon the full exercise of a Warrant.
---	---

4.2          Entitlementto Common Shares on Exercise of Warrant

All Common Shares, or shares of any class or other securities, which a registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Common Shares which such registered Warrantholder is entitled to acquire pursuant to such Warrant.

4.3          NoAdjustment for Certain Transactions

Notwithstanding anything in this Article 4, no adjustment shall be made under Section 4.1 in respect of any issuance of Common Shares (i) pursuant to any stock option, stock purchase, restricted share plan or other equity incentive plan in force from time to time for officers, directors or employees, consultants or other service providers of the Corporation, or (ii) pursuant to any stock option granted or other convertible security issued by the Corporation prior to the date of this Indenture.

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4.4          Determinationby Independent Firm

In the event of any question arising with respect to the adjustments provided for in this Article 4, such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

4.5          ProceedingsPrior to any Action Requiring Adjustment

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the Exercise Price and number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel (acting reasonably), be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

4.6          Certificateof Adjustment

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Auditors verifying such calculation. The Warrant Agent shall act and rely, and shall be protected in acting and relying, upon the certificate of the Corporation or of the Auditors and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

4.7          Noticeof Special Matters

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Warrantholders of such adjustment computation.

4.8          NoAction after Notice

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

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4.9          OtherAction

If the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than an action described in Section 4.1 or an action referred to in Section 4.3, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Warrantholders, the Exercise Price and/or Exchange Rate shall be adjusted in such manner and at such time, by action of the directors, acting reasonably and in good faith, as they in their sole discretion may determine to be equitable to the Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are or may be listed for trading has been obtained.

4.10	Protection of Warrant Agent

The Warrant Agent shall not:

(a)	at any time be under any duty or responsibility<br> to any registered Warrantholder to determine whether any facts exist which may require any<br> adjustment contemplated by Section 4.1, or with respect to the nature or extent of<br> any such adjustment when made, or with respect to the method employed in making the same;
(b)	be accountable with respect to the validity<br> or value (or the kind or amount) of any Common Shares or of any other securities or property<br> which may at any time be issued or delivered upon the exercise of the rights attaching to<br> any Warrant;
---	---
(c)	be responsible for any failure of the<br> Corporation to issue, transfer or deliver Common Shares or certificates for the same upon<br> the surrender of any Warrants for the purpose of the exercise of such rights or to comply<br> with any of the covenants contained in this Article; and
---	---
(d)	incur any liability or be in any way responsible<br> for the consequences of any breach on the part of the Corporation of any of the representations,<br> warranties or covenants herein contained or of any acts of the directors, officers, employees,<br> agents or servants of the Corporation.
---	---
4.11	Participation by Warrantholder
---	---

No adjustments shall be made pursuant to this Article 4 if the Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event.

4.12          RegulatoryApproval of Adjustments

Notwithstanding the foregoing, any adjustment to the Exercise Price and/or Exchange Rate shall be subject to the prior written consent of the Exchange.

4.13          Adjustmentto Acceleration Trigger Price

In the case that an adjustment is made to the Exercise Price pursuant to this Article 4, a corresponding adjustment shall be made to the Acceleration Trigger Price.

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ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

5.1           OptionalPurchases by the Corporation

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase, by private contract or otherwise, any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the Register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the Register of Warrant and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

5.2           GeneralCovenants

The Corporation covenants with the Warrant Agent, for the benefit of the Warrant Agent and the Warrantholders, that so long as any Warrants remain outstanding:

(a)	it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it<br>to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;
(b)	it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to<br>be duly issued and delivered in accordance with the Warrants and the terms hereof;
---	---
(c)	all Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall<br>be fully paid and non-assessable, free and clear of all encumbrances;
---	---
(d)	it will use commercially reasonable efforts to maintain its existence and carry on its business in the<br>ordinary course; provided that this clause shall not be construed as limiting or restricting the Corporation from agreeing to a consolidation,<br>amalgamation, arrangement, takeover bid or merger even if the consideration being offered is not securities that are listed and posted<br>for trading on a recognized Canadian stock exchange, provided that such transaction has been approved in accordance with the requirements<br>of applicable corporate and securities laws and the rules and policies of the applicable stock exchange;
---	---
(e)	generally, it will well and truly perform and carry out all of the acts or things to be done by it as<br>provided in this Indenture;
---	---
(f)	it will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms<br>of this Warrant Indenture which remains unrectified for more than five days following its occurrence;
---	---

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(g)	it will use commercially reasonable efforts to ensure that the Common Shares outstanding or issuable from<br>time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue<br>to be or are listed and posted for trading on the Exchange (or such other Canadian stock exchange acceptable to the Corporation) and the<br>NYSE, provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation,<br>arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on such exchanges,<br>so long as the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate<br>and securities laws and the policies of such exchanges or the holders of Common Shares receive securities of an entity which is listed<br>on a stock exchange in Canada or cash; and
(h)	it will make all requisite filings under and otherwise take all requisite steps under and satisfy applicable<br>Canadian securities legislation including those filings and other steps necessary to remain a reporting issuer not in default in each<br>of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer.
---	---
5.3	Warrant Agent's Remuneration and Expenses
---	---

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties and obligations hereunder (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section 5.3 shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

5.4           Performanceof Covenants by Warrant Agent

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

5.5           Enforceabilityof Warrants

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

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ARTICLE 6

ENFORCEMENT

6.1           Suitsby Warrantholders

All or any of the rights conferred upon any registered Warrantholder by any of the terms of this Indenture may be enforced by the registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Warrantholders from time to time outstanding. The Warrant Agent shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may reasonably be advised shall be necessary or advisable to preserve and protect its interests and the interests of the Warrantholders.

6.2           Suitsby the Corporation

The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a registered Warrantholder hereunder and shall be entitled to demand such payment from the registered Warrantholder or alternatively to instruct the Warrant Agent to cause the cancellation of the share certificates and amend the securities register accordingly.

6.3           Immunityof Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of any Corporation or any successor corporation on any covenant, agreement, representation or warranty by the Corporation herein. Only the Corporation shall be bound in respect hereof.

6.4           Waiverof Default

Upon the happening of any default hereunder:

(a)	the Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition<br>to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder<br>and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or
(b)	the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the<br>Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent's opinion, based on the advice of Counsel, the same<br>shall have been cured or adequate provision made therefor;
---	---

provided that no delay or omission of the Warrant Agent or of the Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

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ARTICLE 7

MEETINGS OF REGISTERED WARRANTHOLDERS

7.1           Rightto Convene Meetings

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders' Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Warrantholders signing such Warrantholders' Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or such Warrantholders' Request and the indemnity and funding given as aforesaid, the Corporation or such Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, in the Province of Ontario, or at such other place as may be approved or determined by the Warrant Agent.

7.2           Notice

At least 21 days' prior written notice of any meeting of Warrantholders shall be given to the Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

7.3           Chair

An individual (who need not be a registered Warrantholder) designated in writing by the Warrant Agent shall be chair of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Warrantholders present in person or by proxy shall choose an individual present to be chair.

7.4           Quorum

Subject to the provisions of Section 7.11, at any meeting of the Warrantholders a quorum shall consist of registered Warrantholder(s) present in person or by proxy holding at least 25% of the then outstanding Warrants. If a quorum of the Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Warrantholders or on a Warrantholders' Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not hold at least 25% of the aggregate number of all then outstanding Warrants.

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7.5           Powerto Adjourn

The chair of any meeting at which a quorum of the Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

7.6           Showof Hands

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

7.7           Poll and Voting

(1)

On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chair or by one or more of the Warrantholders acting in person or by proxy and holding in the aggregate at least 5% of the aggregate number of Warrants then outstanding, a poll shall be taken in such manner as the chair shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)

On a show of hands, every person who is present and entitled to vote, whether as a registered Warrantholder or as proxy for one or more absent Warrantholders, or both, shall have one vote. On a poll, each registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a registered Warrantholder. The chair of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

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7.8           Regulations

(1)

The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Warrantholders entitled to receive notice of and to vote at the meeting.

(2)

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Warrantholders or proxies of Warrantholders.

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7.9           Corporationand Warrant Agent May be Represented

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees, and Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Warrantholders.

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7.10	Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

(a)	to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement<br>of any right of the Warrantholders or, with the consent of the Warrant Agent (such consent not to be unreasonably withheld), of the Warrant<br>Agent in its capacity as agent hereunder or on behalf of the Warrantholders against the Corporation, whether such right arises under this<br>Indenture or otherwise, which shall be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any agreement<br>supplemental hereto in connection therewith;
(b)	to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Warrantholders;
---	---
(c)	to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any<br>of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Warrantholders in any<br>manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;
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(d)	to waive and direct the Warrant Agent to waive any default by the Corporation in complying with any provision<br>of this Indenture, either unconditionally or on any condition specified in the Extraordinary Resolution;
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(e)	to restrain any registered Warrantholder from taking or instituting any suit, action or proceeding against<br>the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the<br>rights of the Warrantholders;
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(f)	to direct any registered Warrantholder who, as such, has brought any suit, action or proceeding to stay<br>or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred<br>by such registered Warrantholder in connection therewith;
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(g)	to assent to any change in or omission from the provisions contained in this Indenture or any ancillary<br>or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any<br>ancillary or supplemental indenture embodying the change or omission;
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(h)	with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant<br>Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed;<br>and
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(i)	to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors,<br>whether secured or otherwise, and with holders of any shares or other securities of the Corporation.
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7.11         Meaningof Extraordinary Resolution

(1)	The expression "Extraordinary Resolution" when used in this Indenture means, subject<br>as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution: (i) proposed at a meeting of Warrantholders<br>duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person<br>or by proxy Warrantholders holding in the aggregate at least 25% of the aggregate number of Warrants then outstanding and passed by the<br>affirmative votes of Warrantholders holding not less than 66 2/3% of the aggregate number of Warrants then outstanding at the meeting<br>and voted on the poll upon such resolution; or (ii) in writing signed by the holders of at least 66 2/3% of the then outstanding<br>Warrants on any matter that would otherwise be voted upon at a meeting called to approve such resolution as contemplated in this Section <br>7.11(1).
(2)	If, at the meeting at which an Extraordinary Resolution is to be considered, Warrantholders holding at<br>least 25% of the aggregate number of Warrants then outstanding are not present in person or by proxy within 30 minutes after the time<br>appointed for the meeting, then the meeting, if convened by Warrantholders or on a Warrantholders' Request, shall be dissolved; but in<br>any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as<br>may be appointed by the chair. Not less than 14 days' prior notice shall be given of the time and place of such adjourned meeting in the<br>manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Warrantholders present in person<br>or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or<br>any other particulars. At the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum and may transact<br>the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite<br>vote as provided in Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding<br>that Warrantholders holding at least 25% of the aggregate number of the then outstanding Warrants are not present in person or by proxy<br>at such adjourned meeting.
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(3)	Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and<br>no demand for a poll on an Extraordinary Resolution shall be necessary.
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7.12         PowersCumulative

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

7.13         Minutes

Minutes of all resolutions and proceedings at every meeting of Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chair or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

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7.14         Instrumentsin Writing

All actions which may be taken and all powers that may be exercised by the Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Warrantholders holding not less than a majority or in the case of an Extraordinary Resolution, holding not less than 66 2/3%, of the aggregate number of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Warrantholders in person or by attorney duly appointed in writing, and the expression "Extraordinary Resolution" when used in this Indenture shall include an instrument so signed by holders of not less than 66 2/3% of the aggregate number of all of the then outstanding Warrants.

7.15         BindingEffect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

7.16         Evidenceof Warrantholders

Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Warrantholders, including a Warrantholders' Request, may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Warrantholder in person or by attorney duly appointed in writing. Proof of the execution of any such request or other instrument or of a writing appointing any such attorney or (subject to the provisions of this Article 7 with regard to voting at meetings of Warrantholders) of the holding by any person of Warrants shall be sufficient for any purpose of this Indenture if the fact and date of execution by any person of such request or other instrument or writing is proved by a certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, to the effect that the person signing such request or other instrument in writing acknowledged to him the execution thereof or by an affidavit of a witness of such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. The Warrant Agent may, nevertheless, in its discretion require further proof in cases where it deems further proof desirable or may accept such other proof as it shall consider proper.

7.17         Holdingsby Corporation Disregarded

In determining whether Warrantholders holding the required total number of Warrants are present in person or by proxy for the purpose of constituting a quorum, or have voted or consented to a resolution, Extraordinary Resolution, consent, waiver, Warrantholders' Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7. The Corporation shall provide the Warrant Agent with a certificate of the Corporation providing details of any Warrants held by the Corporation or by a subsidiary of the Corporation upon the written request of the Warrant Agent.

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ARTICLE 8

SUPPLEMENTAL INDENTURES

8.1           Provisionfor Supplemental Indentures for Certain Purposes

Subject to regulatory approval, from time to time, the Corporation (when authorized by action of the directors) and the Warrant Agent may, subject to the provisions hereof and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a)	setting forth any adjustments resulting from the application of the provisions of Article 4;
(b)	adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion<br>of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on<br>the advice of Counsel, prejudicial to the interests of the Warrantholders;
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(c)	giving effect to any Extraordinary Resolution passed as provided in Section 7.11;
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(d)	making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect<br>to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange,<br>provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests<br>of the Warrantholders;
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(e)	adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for<br>the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;
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(f)	modifying any of the provisions of this Indenture, including relieving the Corporation from any of the<br>obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective<br>only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of<br>the rights of the Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline<br>to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same<br>shall become operative;
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(g)	providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number<br>set out in Section 2.1, and any consequential amendments hereto as may be required by the Warrant Agent, relying on the advice of<br>Counsel; and
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(h)	for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification<br>of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant<br>Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Warrantholders are in no way prejudiced thereby.
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8.2           SuccessorEntities

(1)

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity ("successor entity"), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

ARTICLE 9

CONCERNING THE WARRANT AGENT

9.1           WarrantIndenture Legislation

(1)	If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory<br>requirement of Applicable Legislation, such mandatory requirement shall prevail.
(2)	The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture<br>and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.
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9.2           Rightsand Duties of Warrant Agent

(1)	In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant<br>Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances.<br>No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligent action, willful<br>misconduct, bad faith or fraud under this Indenture.
(2)	The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose<br>of enforcing any rights of the Warrant Agent or the Warrantholders hereunder shall be conditional upon the Warrantholders furnishing,<br>when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity<br>reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees<br>and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason<br>thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise<br>to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified<br>and funded as aforesaid.
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(3)	The Warrant Agent may, before commencing or at any time during the continuance of any such act, action<br>or proceeding, require the Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates<br>held by them, for which Warrants the Warrant Agent shall issue receipts.
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(4)	Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles<br>it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.
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9.3           Evidence,Experts and Advisers

(1)	In addition to the reports, certificates, opinions and other evidence required by this Indenture, the<br>Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as<br>may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.
(2)	In the exercise of its rights and duties hereunder, the Warrant Agent shall be protected in acting and<br>relying upon any written notice, opinions, reports, certificates, direction, instruction, order, certificate, confirmation, request, waiver,<br>consent, receipt, statutory declaration or other paper or document (collectively referred to as "Documents" in this Section <br>9.3) furnished to it and signed by any person required to or entitled to execute and deliver to the Warrant Agent any such Documents in<br>connection with this Indenture, not only as to its due execution and the validity and effectiveness of its provisions, but also as to<br>the truth and accuracy of any information therein contained, which it in good faith believes to be genuine, provided the Warrant Agent<br>examines the Documents and determines it complies with the applicable requirements of this Indenture. The Warrant Agent has sole discretion<br>and shall be protected in acting and relying upon any Document received either in facsimile or by e-mail of a pdf form.
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(3)	Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit<br>with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth,<br>accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each<br>and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.
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(4)	Whenever Applicable Legislation requires that evidence referred to in Section 9.3(1) be in<br>the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation<br>required by any provision hereof. Any such statutory declaration may be made by one or more of the Chair of the board of directors and<br>Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer,<br>or any Assistant-Secretary or Assistant-Treasurer of the Corporation.
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(5)	Proof of the execution of an instrument in writing, including a Warrantholders' Request, by any Warrantholder<br>may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person<br>signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner<br>which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of<br>such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.
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(6)	The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers<br>as it may reasonably require for the purpose of discharging and determining its duties hereunder and may pay reasonable remuneration for<br>all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or<br>negligence on the part of any such Counsel, experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation<br>shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such Counsel or advisers.
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(7)	The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion<br>or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser in good standing<br>and who in good faith the Warrant Agent determined would be appropriately able to give such opinion, advice or information, whether retained<br>or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.
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9.4           Documents,Monies, etc. Held by Warrant Agent

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (each, an "Approved Bank"). All amounts held by the Warrant Agent pursuant to this Indenture shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Indenture are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

9.5           Actionsby Warrant Agent to Protect Interest

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Warrantholders.

9.6           WarrantAgent Not Required to Give Security

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

9.7           Protectionof Warrant Agent

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

(a)	the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture,<br>in the Warrant Certificates or the DRS Advices (except the representation contained in Section 9.9 or in the Authentication of the<br>Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed<br>to be made by the Corporation;
(b)	nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence<br>of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;
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(c)	the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;
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(d)	the Warrant Agent shall not incur any liability or responsibility whatsoever or be in any way responsible<br>for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors,<br>officers, employees, agents or servants of the Corporation;
(e)	the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their<br>officers, directors, employees, agents, successors and assigns (the "Indemnified Parties") from and against any and all<br>liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments,<br>expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed<br>on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising,<br>directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in<br>relation to the execution of the Indemnified Parties' duties, or any other services that the Warrant Agent may provide in connection with<br>or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless<br>of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties,<br>and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation<br>shall not be required to indemnify the Indemnified Parties in the event of the gross negligence or wilful misconduct of the Warrant Agent,<br>and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture;
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(f)	notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent<br>shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture<br>in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision<br>of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any<br>circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory<br>authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or<br>damages;
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(g)	in the event that any of the funds provided to the Warrant Agent hereunder are received by it in the form<br>of an uncertified cheque or bank draft, the Warrant Agent shall be entitled to delay the time for release of such funds until such uncertified<br>cheque has cleared the financial institution upon which the same is drawn;
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(h)	the forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy<br>and discharge the liability of any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation,<br>provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon<br>being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue<br>to such payee a replacement cheque for the amount of such cheque; and
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(i)	the Warrant Agent shall not be liable for any error in good judgment or for any act done or step taken<br>or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith<br>except arising out of its own gross negligence, bad faith or willful misconduct.
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9.8           Replacementof Warrant Agent; Successor by Merger

(1)	The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder,<br>subject to this Section 9.8, by giving to the Corporation not less than 60 days' prior notice in writing or such shorter prior notice<br>as the Corporation may accept as sufficient. The Warrantholders by Extraordinary Resolution shall have power at any time to remove the<br>existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or<br>being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall<br>forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment<br>by the Corporation, the retiring Warrant Agent or any registered Warrantholder may apply to a judge of the Superior Court of the Province<br>of Ontario on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed<br>by the Corporation or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under<br>any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of Ontario<br>and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant<br>agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent<br>hereunder.
(2)	Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Warrantholders<br>thereof in the manner provided for in Section 10.2.
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(3)	Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be adopted<br>and delivered by the successor warrant agent in the name of the predecessor or successor warrant agent: and in case at that time any of<br>the Warrant Certificates have not been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior<br>name or in its
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changed name; and in all such cases such Warrant Certificates will have the full force provided in the Warrant Certificates and in this Indenture. In case at any time the name of the Warrant Agent is changed and at such time any of the Warrant Certificates have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates have not been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates will have the full force provided in the Warrant Certificates and in this Indenture.

(4)

Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of its corporate trust business is sold or otherwise transferred, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to the business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

9.9           Conflictof Interest

(1)	The Warrant Agent represents to the Corporation that to the best of its knowledge, at the time of execution<br>and delivery of this Indenture, no material conflict of interest exists with respect to the Warrant Agent's role as Warrant Agent hereunder.

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(2)	Subject to Section 9.9(1), the Warrant Agent, in its personal or any other capacity, may buy, lend<br>upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation without<br>being liable to account for any profit made thereby.

9.10         Acceptanceof Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

9.11         WarrantAgent Not to be Appointed Receiver

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

9.12         WarrantAgent Not Required to Give Notice of Default

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

9.13         Anti-MoneyLaundering

(1)

Each party to this Indenture other than the Warrant Agent hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent's prescribed form as to the particulars of such third party.

(2)

The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, or economic sanctions, legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, or economic sanctions, legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided (i) that the Warrant Agent's written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such ten (10) day period, then such resignation shall not be effective.

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9.14         Compliancewith Privacy Code

The parties acknowledge that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a)	to provide the services required under this Indenture and other services that may be requested from time<br>to time;
(b)	to help the Warrant Agent manage its servicing relationships with such individuals;
---	---
(c)	to meet the Warrant Agent's legal and regulatory requirements; and
---	---
(d)	if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist<br>in verification of an individual's identity for security purposes.
---	---

Each party acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Warrant Agent shall make available on its website, www.tsxtrust.com, or upon request, including revisions thereto. Further, each party agree that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

9.15         SecuritiesExchange Commission Certification

The Corporation confirms that as at the date of execution of this Indenture it has a class of securities registered pursuant to Section 12 of the U.S. Securities Exchange Act. The Corporation covenants that in the event that such registration shall be terminated by the Corporation in accordance with the U.S. Securities Exchange Act, the Corporation shall promptly deliver to the Warrant Agent an officers' certificate notifying the Warrant Agent of such termination and such other information as the Warrant Agent may reasonably require at the time. The Corporation acknowledges that Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

ARTICLE 10

GENERAL

10.1         Notice to the Corporation and Warrant Agent

(1)	Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the<br>Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid, if faxed or if emailed:

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(a)	If to the Corporation:

Osisko Development Corp.

1100 Avenue des Canadiens-de-Montréal, Suite 300

Montréal, QC H3B 2S2

Attention:      Sean Roosen

Email:             sroosen@osiskodev.com

with a copy (which will not constitute notice) to:

Bennett Jones LLP

3400 One First Canadian Place, P.O. Box 130

Toronto, ON M5X 1A4

Attention:      Sander A.J.R. Grieve, K.C.

Email:             grieves@bennettjones.com

(b)	If to the Warrant Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

Attention:                      Vice President, Corporate Trust

Facsimile number:     416-361-0470

Email:                             tmxestaff-corporatetrust@tmx.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if faxed or emailed, on the next Business Day following the date of transmission.

(2)

The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Corporation or the Warrant Agent hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by facsimile or email or other means of prepaid, transmitted and recorded communication.

---

10.2         Noticeto Warrantholders

(1)

Unless otherwise provided herein, notice to the Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their addresses appearing on the Register and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

- 47 -

(2)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Warrantholders to the address for such Warrantholders contained in the Register maintained by the Warrant Agent or such notice may be given, at the Corporation's expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 Business Days of such event, and any such notice published shall be deemed to have been received and given on the latest date the publication takes place.

(3)

Accidental error or omission in giving notice or accidental failure to mail notice to any Warrantholder will not invalidate any action or proceeding founded thereon.

---

10.3         Ownershipof Warrants

The Corporation and the Warrant Agent may deem and treat the Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

10.4         Counterparts

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of this Indenture by email, electronic facsimile transmission or other means of electronic communication capable of producing a printed copy, and acceptance by each such party of any such facsimile or electronic copy shall be legally effective to create a valid and binding Indenture among the parties hereto in accordance with the terms hereof.

10.5         Satisfactionand Discharge of Indenture

Upon the earlier of:

(1)

the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Certificated Warrants, or such other instructions, in a form satisfactory to the Warrant Agent, in the case of Uncertificated Warrants, or by way of standard processing through the book entry only system in the case of a CDS Global Warrant; and

(2)

the Expiry Time;

---

- 48 -

and if all certificates or other entries on the securities register of the Corporation representing Common Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

10.6         Provisionsof Indenture and Warrants for the Sole Benefit of Parties and Warrantholders

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Warrantholders.

10.7	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.17, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)	the names (other than the name of the Corporation) of the Warrantholders which, to the knowledge of the<br>Corporation, are owned by or held for the account of the Corporation; and
(b)	the number of Warrants owned legally or beneficially by the Corporation;
---	---

and the Warrant Agent, in making the computations in Section 7.17, shall be entitled to rely on such certificate without any additional evidence.

10.8         Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

10.9         ForceMajeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, pandemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

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10.10       Assignment,Successors and Assigns

None of the parties hereto may assign its rights or interest under this Indenture, except (i) as provided in Section 9.8 in the case of the Warrant Agent, (ii) as provided in Section 8.2 in the case of the Corporation.

10.11       Rightsof Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder's funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Common Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and to cause the cancellation of any such underlying Common Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received by the holder from the Corporation by virtue of the holder being a Shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

[Remainder of page intentionally left blank. Signaturepage follows.]

IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

OSISKO DEVELOPMENT CORP.
By:	(signed) “Alexander Dann”
	Name:	Alexander Dann
	Title:	Chief Financial Officer and Vice President, Finance
By:	(signed) “Laurence Farmer”
	Name:	Laurence Farmer
	Title:	General Counsel and Vice <br><br>President, Strategic Development
TSX TRUST COMPANY
By:	(signed) “Sumit Khanna”
	Name:	Sumit Khanna
	Title:	Corporate Trust Officer
By:	(signed) “Nirosan Vinayakamoorthy”
	Name:	Nirosan Vinayakamoorthy
	Title:	Senior Trust Officer

[Signature Page – ODV Warrant Indenture (2025)]

A-1

SCHEDULE "A"

FORM OF WARRANT

UNLESS PERMITTED UNDER SECURITIES LEGISLATION,THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT A DATE THAT IS 4 MONTHS AND A DAY FROM THE DATE OF DISTRIBUTION].

[and, if applicable under the policies of the Exchange, the additionallegend as follows:]

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTUREEXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIESISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THETSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF CANADIAN RESIDENT UNTIL [INSERT A DATE THAT IS 4 MONTHS AND ADAY FROM THE DATE OF DISTRIBUTION].

[For all Warrants issued to CDS, including the following:]

UNLESS THE CERTIFICATE IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO OSISKO DEVELOPMENT CORP. (THE "CORPORATION")OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAMEOF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS, ANY TRANSFER, PLEDGE OR OTHER USEHEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST INTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEALWITH THIS CERTIFICATE.

[The following legend to be inserted on U.S.Warrant Certificates issued to a U.S. Accredited Investor that is not a Qualified Institutional Buyer:]

THESE SECURITIES AND THE SECURITIES DELIVERABLEUPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OFOSISKO DEVELOPMENT CORP. (THE "CORPORATION") THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERREDONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES, IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDERTHE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS,(D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIESLAWS, OR (E)

A-2

PURSUANT TO A REGISTRATION STATEMENT THAT HASBEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE,A LEGAL OPINION OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THECORPORATION AND ITS TRANSFER AGENT.

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

A-3

WARRANT

To acquire Common Shares of

OSISKO DEVELOPMENT CORP.

(existing pursuant to the federal laws of Canada)

Warrant	Certificate for ______________________________________________
Certificate No.	Warrants, each entitling the holder to acquire one
	Common Share (subject to adjustment as provided
	for in the Warrant Indenture (as defined below))
	CUSIP 68828E312
	ISIN CA68828E3124
THIS IS TO CERTIFY THAT, for value received,
---

(the "Warrantholder") is the registered holder of the number of common share purchase warrants (the "Warrants") of Osisko Development Corp. (the "Corporation") specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 5:00 p.m. (Toronto time) (the "Expiry Time") on August 15, 2027, subject to acceleration in accordance with the Acceleration Right (as defined below) (the "Expiry Date"), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a "CommonShare") for each Warrant, subject to adjustment in accordance with the terms of the Warrant Indenture.

For the purpose of this Warrant Certificate, "AccelerationRight" means the right of the Corporation, at any time following the 15-month anniversary of the date of the Warrant Indenture but prior to the Expiry Date, to accelerate the Expiry Date to a date that is 30 calendar days after the Corporation delivers the Acceleration Notice upon the occurrence of an Acceleration Event, provided that the Acceleration Notice is issued within 10 calendar days following the occurrence of an Acceleration Event. If the Acceleration Right is exercised by the Corporation in accordance with the terms of the Warrant Indenture, the Expiry Date will be accelerated to a date that is 30 calendar days following the delivery of the Acceleration Notice, and any unexercised Warrants shall automatically expire at the Expiry Time on the accelerated Expiry Date.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

(a)

duly completing and executing the exercise form (the "Exercise Form") attached hereto; and

(b)

surrendering this warrant certificate (the "Warrant Certificate"), with a duly completed Exercise Form, to the Warrant Agent at one of the principal offices of the Warrant Agent, in the City of Toronto, together with a certified cheque, bank draft, wire transfer or money order payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

---

A-4

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be US$2.56 per Common Share (the "Exercise Price").

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Warrants not so exercised. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture, together with all other instruments supplemental or ancillary thereto, is herein referred to as the "Warrant Indenture") dated as of August 15, 2025 among the Corporation and TSX Trust Company, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

Neither the Warrants nor the Common Shares issuable upon exercise hereof have been registered under the United States Securities Act of 1933, as amended (the "U.S. SecuritiesAct"), or U.S. state securities laws. The Warrants may not be exercised in the United States, or by or on behalf of, or for the account or benefit of, a U.S. person or a person in the United States, unless (i) this Warrant and such Common Shares have been registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available and the requirements set forth in the Exercise Form have been satisfied. "United States" and "U.S.person" are as defined in Regulation S under the U.S. Securities Act.

If this Warrant Certificate is tendered for transfer and bears the legend set forth in subsection 2.6(4) of the Warrant Indenture, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with this Warrant Certificate and the transfer is made: (i) to the Corporation, (ii) outside the United States, in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, (iii) pursuant to the exemption from registration under the U.S. Securities Act provided by Rule 144, if available, and in compliance with applicable state securities laws, (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, or (v) pursuant to a registration statement that has been declared effective under the U.S. Securities Act by the U.S. Securities and Exchange Commission; provided that in the case of transfers pursuant to (iii) or (iv) above, a legal opinion or other evidence in form and substance reasonably satisfactory to the Corporation must first be provided to the Corporation and the Warrant Agent; provided that if this Warrant Certificate is transferred outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, such legend may be removed by providing a declaration to the Corporation and the Warrant Agent in the form attached as Schedule "C" to the Warrant Indenture, or such form as the Corporation may from time to time prescribe, together with such additional or other documentation as the Corporation or the Warrant Agent may require.

A-5

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates representing in the aggregate an equal number of Warrants as are held under the Warrant Certificate(s) so exchanged.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants holding a specific majority of the Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Toronto, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu'elles ont exigé que la présente convention, de même que tous les documents s'y rapportant, soient rédigés en anglais.

Any capitalized term in this Warrant Certificatethat is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

A-6

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of ________________________, 202____.

	OSISKO DEVELOPMENT CORP.
	By:
		Name:
		Title:
	By:
		Name:
		Title:
Countersigned and Registered by:
	TSX TRUST COMPANY
	By:
		Name:
		Title:

A-7

SCHEDULE "A"

FORM OF TRANSFER

To:          TSX Trust Company

FOR VALUE RECEIVED the undersigned hereby sells, assigns and<br>transfers to

(print name and address) the Warrants represented by this Warrant Certificate or DRS Advice and hereby irrevocable constitutes and appoints ______________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a Warrant Certificate or DRS Advice that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

¨	(A)	the<br>transfer is being made only to the Corporation;
¨	(B)	the transfer is being made outside the United States in accordance with<br>Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations<br>and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule "C" to the Warrant Indenture;<br>or
---	---	---
¨	(C)	the transfer is being made pursuant to the exemption from registration under<br>the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with applicable state securities laws, and<br>the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing or other evidence<br>in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect; or
---	---	---
¨	(D)	the transfer is being made in accordance with another transaction that does<br>not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the<br>Corporation and the Warrant Agent an opinion of counsel of recognized standing or other evidence in form and substance reasonably satisfactory<br>to the Corporation and the Warrant Agent to such effect; or
---	---	---
¨	(E)	the transfer is being made pursuant to a registration statement that has<br>been declared effective under the U.S. Securities Act by the U.S. Securities and Exchange Commission.
---	---	---

In the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

¨	If transfer is to a U.S. Person, check this box.

A-8

DATED this ______ day of _________________, 202____.

SPACE FOR GUARANTEES OF	)
SIGNATURES (BELOW)	)
	)
	)	Signature of Transferor
	)
	)
	)
Guarantor's Signature/Stamp	)	Name of Transferor
	)

^*^            If this Certificate includes a restrictive legend relating to the U.S. Securities Act, this transfer form must be accompanied by a completed and executed declaration for removal of legend in the form attached as Schedule "C" to the Warrant Indenture, or an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Corporation, together with such additional evidence of exemption as the Corporation may from time to time prescribe.

A-9

REASON FOR TRANSFER – For U.S. Residentsonly (where the individual(s) or corporation receiving the securities is a U.S. resident). Please select only one (see instructionsbelow).

¨ Gift	¨ Estate	¨ Private Sale	¨ Other (or<br>no change in ownership)
Date of Event (Date of gift, death or sale):	Value per Warrant on the date of event:
---	---

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s) or DRS Advice, in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent's then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

·	Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion<br>Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate<br>in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words "Medallion Guaranteed",<br>with the correct prefix covering the face value of the certificate.
·	Canada: A Signature Guarantee obtained from a participating Schedule I Canadian chartered bank,<br>or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program. The Guarantor must affix a stamp<br>bearing the actual words "Signature Guaranteed", sign and print their full name and alpha numeric signing number. Signature<br>Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature<br>Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany<br>the transfer, unless there is a "Signature & Authority to Sign Guarantee" Stamp affixed to the transfer (as opposed<br>to a "Signature Guaranteed" Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada<br>Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.
---	---
·	Outside North America: For holders located outside North America, present the certificates(s) or<br>the DRS Advice and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or<br>American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange<br>for the signature to be over-guaranteed.
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A-10

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: "SIGNATURE GUARANTEED", "MEDALLION GUARANTEED" OR "SIGNATURE & AUTHORITY TO SIGN GUARANTEE", all in accordance with the transfer agent's then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a "SIGNATURE & AUTHORITY TO SIGN GUARANTEE" Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a "MEDALLION GUARANTEED" Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, TSX Trust Company is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

B-1

SCHEDULE "B"

EXERCISE FORM

TO:	OSISKO DEVELOPMENT<br>CORP.
AND TO:	TSX Trust Company
---	---
	100 Adelaide St W #301, Toronto, ON M5H 4H1
	Attn: Corporate Actions

The undersigned holder of the Warrants evidenced by this Warrant Certificate or DRS Advice hereby exercises the right to acquire:

______________________ Common Shares pursuant to the right of such holder to be issued, and hereby subscribes for the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate or DRS Advice and in the Indenture for an aggregate exercise price of _________________.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificatethat is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned hereby represents, warrants and certifies that (check box (a), (b), (c) or (d), as applicable):

¨	(a)	the undersigned (i) is not in the United States; (ii) is not a U.S. Person; (iii) is not exercising the Warrants<br>on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (iv) did not acquire the Warrants<br>in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (v) did<br>not receive an offer to exercise the Warrants in the United States; (vi) did not execute or deliver this Exercise Form in the<br>United States; (vii) delivery of the underlying Common Shares will not be to an address in the United States; and (viii) has,<br>in all other respects, complied with the terms of Regulation S in connection herewith;
¨	(b)	the undersigned (i) is a Qualified Institutional Buyer, who first purchased Units on the date of original issuance of the<br>Common Shares and Warrants underlying the Units who, in connection with such purchase, executed a U.S. Subscription Agreement including<br>a Qualified Institutional Buyer Certificate attached thereto; (ii) is exercising the Warrants for its own account or for the account<br>of a disclosed principal that was named in the U.S. Subscription Agreement; (iii) is, and such disclosed principal, if any, is a<br>Qualified Institutional Buyer at the time of exercise of these Warrants; and (iv) confirms the representations and warranties made<br>by the undersigned in the U.S. Subscription Agreement including the Qualified Institutional Buyer Certificate attached thereto at the<br>time of the original purchase of the Units remain true and correct as of the date hereof;
---	---	---
¨	(c)	the undersigned (i) is a U.S. Accredited Investor who first purchased Units on the date of original issuance of the Common<br>Shares and Warrants underlying the Units who, in connection with such purchase, executed a U.S. Subscription Agreement including a U.S.<br>Accredited Investor Certificate attached thereto; (ii) is exercising the Warrants for its own account or the account of a disclosed principal<br>that was named in the U.S. Subscription Agreement; (iii) is, and such disclosed principal, if any, is a U.S. Accredited Investor<br>at the time of exercise of these Warrants; and (iv) confirms the representations and warranties made by the undersigned in the U.S.<br>Subscription Agreement including the U.S. Accredited Investor Certificate attached thereto at the time of the original purchase of the<br>Units remain true and correct as of the date hereof; or
---	---	---

B-2

¨	(d)	the undersigned (A) is (i) present in the United States, (ii) a U.S. Person, (iii) a person exercising the<br>Warrants for the account or benefit of a U.S. Person or a person in the United States, or (iv) requesting delivery in the United<br>States of the Common Shares issuable upon such exercise, and (B) represents that an exemption from the registration requirements<br>of the U.S. Securities Act and all applicable state securities laws is available for the exercise of the Warrants, and has attached hereto<br>a written opinion of U.S. counsel or other evidence in form and substance reasonably satisfactory to the Corporation to that effect.

Common Shares will not be registered or delivered to an address in the United States unless Box (b), (c) or (d) above is checked.

If Box (d) above is checked, holders are encouraged to consult with the Corporation in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation.

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

The undersigned holder understands that unless either Box (a) or (b) above is checked, any certificate representing the Common Shares issued upon exercise of the Warrants will, unless the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws or the resale of such Common Shares has been registered and the holder is transferring such Common Shares pursuant to the resale registration statement, bear a legend, as set forth in Section 3.3(3) of the Warrant Indenture, restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available.

B-3

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Name(s) in Full and SocialInsurance Number(s) (ifapplicable)	Address(es)	Number of Common Shares

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to TSX Trust Company at: 100 Adelaide Street West, Suite 301, Toronto, ON M5H 4H1, Attn: Corporate Actions.

[Remainder of page intentionally left blank. Signaturepage follows.]

B-4

DATED this ______ day of _________________, 202____.
	)
	)
Witness	)	(Signature of Warrantholder, to be the same as
	)	appears on the face of this Warrant Certificate or DRS Advice)
	)
	)
	)
	)	Name of registered Warrantholder
	)
¨	Please check if the certificates representing the Common Shares are to be delivered at the office where<br>this Warrant Certificate or DRS Advice is surrendered, failing which such certificates will be mailed to the address set out above. Note:<br>Warrantholders selecting this option should contact the Warrant Agent to confirm availability of pick-up. Certificates or DRS Advices<br>will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate or DRS Advices to the Warrant Agent.
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C-1

SCHEDULE "C"

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:	TSX TRUST COMPANY, AS REGISTRAR AND TRANSFER AGENT OF THE [COMMON SHARES]<br>[WARRANTS] OF OSISKO DEVELOPMENT CORP.

AND TO: OSISKO DEVELOPMENT CORP.

The undersigned (A) acknowledges that the sale of the securities of Osisko Development Corp. (the "Corporation") represented by certificate number(s) _______________________, to which this declaration relates, is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) it is not an "affiliate" (as defined in Rule 405 under the U.S. Securities Act) of the Corporation, (2) the offer of such securities was not or will not be made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was or will be executed on or through the facilities of a "designated offshore securities market" (as such term is defined in Regulation S and which includes the Toronto Stock Exchange and the TSX Venture Exchange) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.

Dated:
(Name of Holder – please print)
(Authorized Signature)
(Official Capacity – please print)
(please print here the name of the individual whose signature appears above, if different from the name of holder printed above)

Exhibit 99.4

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1	Name and Address of the Company

Osisko Development Corp. (the "Company")

1100 Avenue des Canadiens-des-Montréal, Suite 300

Montréal, Québec H3B 2S2

Item 2	Date of Material Change

August 15, 2025

Item 3	News Release

A news release with respect to the material change referred to in this report was issued by the Company through GlobeNewswire on August 15, 2025 and filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile on August 15, 2025.

Item 4	Summary of Material Change

On August 15, 2025, the Company completed a private placement of 99,065,330 units of the Company (each, a "Unit") at a price of US$2.05 per Unit (the "Issue Price") for aggregate gross proceeds of approximately US$203 million (the "Offering").

The Offering was comprised of (i) a "bought deal" brokered private placement of 58,560,000 Units at the Issue Price for aggregate gross proceeds of approximately US$120 million (the "Brokered Offering"), and (ii) a non-brokered private placement of 40,505,330 Units at the Issue Price for aggregate gross proceeds of approximately US$83 million (the "Non-Brokered Offering").

Item 5	Full Description of Material Change

On August 15, 2025, the Company completed a private placement of 99,065,330 Units at the Issue Price for aggregate gross proceeds of approximately US$203 million.

The Offering was comprised of (i) the Brokered Offering pursuant to which the Company issued 58,560,000 Units at the Issue Price for aggregate gross proceeds of approximately US$120 million, and (ii) the Non-Brokered Offering pursuant to which the Company issued 40,505,330 Units at the Issue Price for aggregate gross proceeds of approximately US$83 million. The Non-Brokered Offering included an approximate US$75 million subscription by Double Zero Capital LP ("Double Zero"), a Delaware investment firm. See *"Investment by Double Zero"*for more information.

The Brokered Offering was led by BMO Capital Markets and RBC Capital Markets, as joint lead managers and joint bookrunners, and Cantor Fitzgerald Canada Corporation, as co-lead underwriter, on behalf of a syndicate of underwriters including National Bank Financial Inc. and Ventum Financial Corp. (collectively, the "Underwriters").

Each Unit was comprised of one Common Share and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one Common Share (each, a "Warrant Share"), at a price of US$2.56 per Warrant Share on or prior to August 15, 2027 (being, 24 months from the date of issuance), subject to acceleration. At any time following the 15-month anniversary of the closing date, if the closing price of the Common Shares on either the TSX Venture Exchange (the "TSXV") or the New York Stock Exchange exceeds the exercise price for 20 or more consecutive trading days, the Company may, within 10 days following such occurrence, deliver a notice to the holders thereof accelerating the expiry date of the Warrants to a date that is 30 days after the date of such notice.

The Company intends to use the net proceeds of the Offering to fund the broadly distributed equity portion of the capital required to construct the Cariboo Gold Project and for general corporate purposes. The Company believes that the net proceeds of the Offering, together with the net proceeds of the US$450 million project loan credit facility with Appian Capital Advisory Limited announced on July 21, 2025, plus indications of interest from commodity traders seeking high-quality concentrate off-take, and other potential financing arrangements, will provide sufficient funding to construct the Cariboo Gold Project.

In connection with the Offering, the Underwriters were paid a cash commission equal to 4.5% of the aggregate gross proceeds of the Brokered Offering. In addition, in connection with the subscription by Double Zero, the Company paid Double Zero an investment fee equal to 4.0% of the gross proceeds from the subscription, which investment fee was settled in Common Shares.

All securities issued under the Offering (including the Common Shares issued to Double Zero in satisfaction of the investment fee payable to Double Zero) are subject to a statutory hold period expiring on December 16, 2025, pursuant to applicable Canadian securities laws. The Offering and investment fee remain subject to final acceptance of the TSXV.

Insider Participation

In connection with the Offering, the following directors and officers of the Company subscribed, directly or indirectly, for an aggregate of 628,000 Units for aggregate gross proceeds of US$1,287,400.

		Number of	Subscription
Name	Position	Units	Amount
Sean Roosen	CEO & Director	488,000 Units	US$1,000,400
Alexander Dann	CFO & VP, Finance	15,000 Units	US$30,750
Susan Craig	Director	15,000 Units	US$30,750
Stephen Quin	Director	15,000 units	US$30,750
David Danziger	Director	10,250 Units	US$21,012.50
Charles Page	Director	50,000 Units	US$102,500
Michele McCarthy	Director	9,750 Units	US$19,987.50
Laurence Farmer	General Counsel & VP, Strategic Development	5,000 Units	US$10,250
David Rouleau	VP, Project Development	15,000 Units	US$30,750
Philip Rabenok	VP, Investor Relations	5,000 Units	US$10,250
	Total:	628,000 Units	US$1,287,400

Each subscription by a director or officer of the Company is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protectionof Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the Company was exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involved interested parties, was not more than 25% of the Company's market capitalization. Additionally, the Company was exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involved interested parties, was not more than 25% of the Company's market capitalization.

Investment by Double Zero

In connection with its subscription in the Non-Brokered Offering, Double Zero acquired ownership and control, directly and indirectly, of 36,600,000 Common Shares and 18,300,000 Warrants. Prior to the Offering, Double Zero did not hold any securities of the Company. After giving effect to the Offering and the investment fee payment (as settled through the issuance of 1,464,000 Common Shares), Double Zero holds an aggregate of 38,064,000 Common Shares and 18,300,000 Warrants, representing approximately 16.0% of the issued and outstanding Common Shares on a non-diluted basis (approximately 21.9% on a partially-diluted basis, assuming full exercise of the Warrants held by Double Zero). The Warrants issued to Double Zero are subject to a customary blocker provision, such that Double Zero may not exercise any Warrants that would result in it holding (directly or indirectly) over 19.9% of the issued and outstanding Common Shares (after giving effect to such exercise), unless requisite shareholder, stock exchange and regulatory approvals have been obtained.

Double Zero and the Company entered into an investor rights agreement effective as of August 15, 2025 (the "Investor Rights Agreement") pursuant to which, among other things, the Company agreed to provide Double Zero with rights to nominate one director to the board of directors of the Company, customary pre-emptive rights and top-up rights in respect of certain acquisitions. In addition, pursuant to the terms of the Investor Rights Agreement, Double Zero has agreed to provide certain voting support to the Company. A copy of the Investor Rights Agreement has been filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

The securities offered have notbeen registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or soldin the United States or to "U.S. Persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absentregistration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with applicable exemptionstherefrom.

Item 5.2	Disclosure for Restructuring Transactions

Not applicable.

Item 6	Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7	Omitted Information

Not applicable.

Item 8	Executive Officer

Sean Roosen

Chair and Chief Executive Officer

Osisko Development Corp.

Telephone: (514) 940-0685

Item 9	Date of Report

August 25, 2025

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This material change report contains "forward-lookinginformation" (within the meaning of applicable Canadian securities laws) and "forward- looking statements" (within themeaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words suchas "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statementsregarding any potential outcome. Such statements in this material change report may include, without limitation, statements pertainingto the use of the net proceeds from the Offering, the availability and use of proceeds of the credit facility (including the abilityand timing to satisfy conditions precedents to subsequent draws under the credit facility (if at all)), the other financing arrangementsthat the Company is negotiating (including, the indications of interest, the type of financing arrangements, the size and quantum ofsuch financing arrangements and the ability and timing to reach a definitive agreement in respect of these indications of interests (ifat all)), the expectations regarding the Company's capital requirements to advance the Cariboo Gold Project to production, the abilityof the Company to raise or arrangement for the remaining funding required to complete the construction of the Cariboo Gold Project, thetiming and ability of the Company to make a final investment decision in respect of the Cariboo Gold Project, the ability to obtain thefinal acceptance of the TSXV and/or the New York Stock Exchange, and the Company's strategy and objectives relating to the Cariboo GoldProject as well as its other projects. Such forward-looking information or statements are based on a number of risks, uncertainties andassumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to beincorrect. Actual results could differ materially due to a number of factors, including, without limitation, satisfying the requirementsof the TSXV and the New York Stock Exchange (if at all), the availability of the credit facility (including compliance with covenantsunder the credit facility or satisfaction of conditions to any subsequent draws or advances under the credit facility), the accuracyof estimated costs and risks of cost overruns and additional capital requirements in connection with advancing the Cariboo Gold Projectto production, risks related to exploration, development and operation of the Cariboo Gold Project, the ability of the Company to reacha definitive agreement or obtain any funding from other financing arrangements (including, the terms and structure and timing thereof(if at all)), general economic and market conditions and business conditions in the mining industry, fluctuations in commodity and currencyexchange rates, changes in regulatory framework and applicable laws, as well as those risks and factors as disclosed in the Company'smost recent annual information form, financial statement and management's discussion and analysis as well as other public filings onSEDAR+ (www.sedarplus.ca).

Although the Company believes that the expectationsreflected in the forward-looking information or statements are reasonable, prospective investors in the Company securities should notplace undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove tobe correct. Forward-looking information and statements contained in this material change report are as of the date of this material changereport and the Company assumes no obligation to update or revise this forward-looking information and statements except as required bylaw.