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Exhibit 99.1

ANNUAL INFORMATION FORM FOR THE FISCAL YEAR ENDEDDECEMBER 31, 2016   DATED AS OF MARCH 21, 2017


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TABLE OF CONTENTS

|GLOSSARY
      OF TERMS                                          | 3 
|---------------------------------------------------------------- | --
|GENERAL
      MATTERS                                            | 9 
|CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS  | 9 
|EXCHANGE
      RATE DATA                                         | 11
|CORPORATE
      STRUCTURE                                        | 12
|DESCRIPTION
      OF BUSINESS                                    | 12
|GENERAL
      DEVELOPMENT OF OSISKOS BUSINESS                   | 17
|RISK
      FACTORS                                               | 31
|MATERIAL
      MINERAL PROJECT - THE CANADIAN MALARTIC ROYALTY   | 43
|MATERIAL
      MINERAL PROJECT - THE ÉLÉONORE ROYALTY            | 52
|DIVIDENDS                                                        | 63
|DESCRIPTION
      OF CAPITAL STRUCTURE                           | 64
|MARKET
      FOR SECURITIES                                      | 67
|DIRECTORS
      AND OFFICERS                                     | 69
|PROMOTERS                                                        | 77
|LEGAL
      PROCEEDINGS AND REGULATORY ACTIONS                   | 78
|INTEREST
      OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 78
|TRANSFER
      AGENTS AND REGISTRARS                             | 78
|MATERIAL
      CONTRACTS                                         | 78
|INTERESTS
      OF EXPERTS                                       | 79
|ADDITIONAL
      INFORMATION                                     | 79
|AUDIT
      COMMITTEE                                            | 79
|APPENDIX
      "1" AUDIT COMMITTEE CHARTER                       | 83

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GLOSSARY OF TERMS

In this Annual Information Form, the following capitalized
words and terms shall have the following meanings:

2015 Underwriters means Macquarie Capital Markets
Canada Ltd., RBC Dominion Securities Inc., National Bank Financial Inc., BMO
Nesbitt Burns Inc., CIBC World Markets Inc., TD Securities Inc., Scotia Capital
Inc., Cormark Securities Inc., Paradigm Capital Inc. and Edgecrest Capital
Corporation.

2015 Underwriting Agreement means the underwriting
agreement dated February 18, 2015 between the 2015 Underwriters and Osisko.

2016 Underwriting Agreement means the underwriting
agreement dated February 11, 2016 between BMO Nesbitt Burns Inc., RBC Dominion
Securities Inc., National Bank Financial Inc., Macquarie Capital Markets Canada
Ltd., CIBC World Markets Inc., Haywood Securities Inc., Scotia Capital Inc., TD
Securities Inc., Cormark Securities Inc., Dundee Securities Ltd., Paradigm
Capital Inc. and Osisko.

2016 Warrants has the meaning ascribed under the
heading General Development of Osiskos Business - 2016 - $173 Million Bought
Deal Public Offering.

affiliate has the meaning ascribed in the
Securities Act (Québec), unless stated otherwise.

Ag is the chemical symbol for silver.

Agnico means Agnico Eagle Mines Limited.

Agnico-Yamana Arrangement has the meaning ascribed
under the heading Corporate Structure.

Agnico-Yamana Arrangement Agreement means the
arrangement agreement dated April 16, 2014 between Osisko, Agnico and Yamana.

Amended Credit Agreement has the meaning ascribed
under the heading General Development of Osiskos Business - 2016  Increase of
Revolving Credit Facility.

Arizona Mining means Arizona Mining Inc.

associate has the meaning ascribed in the
Securities Act (Québec), unless stated otherwise.

Au is the chemical symbol for gold.

Barkerville means Barkerville Gold Mines Ltd.

Barkerville Placement has the meaning ascribed under
the heading General Development of Osiskos Business - 2016  Barkerville Gold
Mines Ltd..

Barrick means Barrick Gold Corporation.

Canadian Exploration Properties Royalty has the
meaning ascribed under the heading General Development of Osiskos Business -
2014 - The Canadian Exploration Properties Royalty Agreement.

Canadian Exploration Properties Royalty Agreement has
the meaning ascribed under the heading General Development of Osiskos Business
- 2014 - The Canadian Exploration Properties Royalty Agreement.

Canadian Malartic GP means Canadian Malartic GP, a
general partnership existing under the laws of Ontario.

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Canadian Malartic Mill Fee Royalty means a milling fee
royalty equal to $0.40 per tonne payable to Osisko in respect of any ore milled
at the Canadian Malartic Properties after the seventh (7th)
anniversary of the effective date of the Agnico-Yamana Arrangement that is not
from the Canadian Malartic Properties.

Canadian Malartic Property means the properties
identified on Schedule E to the Agnico-Yamana Arrangement Agreement.

Canadian Malartic Report has the meaning ascribed
under the heading Material Mineral Project - The Canadian Malartic Royalty.

Canadian Malartic Royalty has the meaning ascribed
under the heading General Development of Osiskos Business - 2014  The
Canadian Malartic Royalty Agreement.

Canadian Malartic Royalty Agreement has the meaning
ascribed under the heading General Development of Osiskos Business - 2014 
The Canadian Malartic Royalty Agreement.

CBCA means the Canada Business Corporations Actand the regulations made thereunder.

CDPQ means Caisse de dépôt et placement du Québec.

CEP Properties has the meaning ascribed under the
heading General Development of Osiskos Business - 2014 - The Canadian
Exploration Properties Royalty Agreement.

CIM means the Canadian Institute of Mining, Metallurgy
and Petroleum.

CM Properties has the meaning ascribed under the
heading General Development of Osiskos Business - 2014 - The Canadian Malartic
Royalty Agreement.

Coulon means Coulon Mines Inc.

Coulon Exchange Rights has the meaning ascribed under
the heading General Development of Osiskos Business - 2015 - Closing of
Virginia Arrangement.

Coulon Exchange Rights Agreement has the meaning
ascribed under the heading General Development of Osiskos Business - 2015 -
Closing of Virginia Arrangement.

Credit Agreement has the meaning ascribed under the
heading General Development of Osiskos Business - 2014  $100 Milion Revolving
Credit Facility.

Cu is the chemical symbol for copper.

Debenture has the meaning ascribed under the heading
General Development of Osiskos Business -2016 - $50 Million Financing with
Ressources Québec inc..

Dividend Reinvestment Plan means Osiskos dividend
reinvestment plan.

EDGAR means the Electronic Data Gathering, Analysis
and Retrieval system.

Éléonore Project means the properties identified on
Schedule D to the arrangement agreement dated December 15, 2005, as amended and
restated on February 17, 2006, between Goldcorp, VGM and Virginia (including the
land, the buildings erected thereon, and the property, by accession or
otherwise, incorporated into, united with, or attached or joined to the
immovable). A 284-hectare mining lease was signed by the Minister of Natural
Resources of Québec on February 21, 2014.

Éléonore Royalty has the meaning ascribed under the
heading Material Mineral Project - The Éléonore Royalty.

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Éléonore Royalty Agreement has the meaning ascribed
under the heading Material Mineral Project -The Éléonore Royalty.

Exchange Ratio means 0.92 Osisko Share for each
Virginia Share.

Falco means Falco Resources Ltd.

Falco Shares means the common shares in the capital of
Falco.

Fonds FTQ means Fonds de solidarité des travailleurs
du Québec (F.T.Q.).

forward-looking statements has the meaning ascribed
under the heading Cautionary Statement Regarding Forward-Looking Statements.

Goldcorp means Goldcorp Inc.

g/t means gram per tonne.

Highland means Highland Copper Company Inc.

Highland Secured Loan has the meaning ascribed under
the heading General Development of Osiskos Business - 2014  Highland Copper
Company Inc..

Highland Silver Royalty has the meaning ascribed under
the heading General Development of Osiskos Business - 2014  Highland Copper
Company Inc..

IFRS means International Financial Reporting Standards
adopted by the International Accounting Standards Board, as updated and amended
from time to time.

Kinross NSR Properties means the properties identified
as Kirkland Properties in Schedule A to the Canadian Exploration Properties
Royalty Agreement.

m means metre.

m3 means cubic metre.

Malartic CHL Prospect has the meaning ascribed under
the heading General Development of Osiskos Business - 2015 - Malartic CHL
Propect.

Mexican Properties means all infrastructure,
equipment, permits, and rights related to the exploration of minerals at the
Mexican Project, including but not limited to, mining and surface rights, as
described in Schedule E of the Agnico-Yamana Arrangement Agreement.

Michigan Projects has the meaning ascribed under the
heading General Development of Osiskos Business - 2014  Highland Copper
Company Inc..

NCIB Program has the meaning ascribed under the
heading General Development of Osiskos Business - 2016 - Normal Course Issuer
Bid Program.

NI 43-101 means National Instrument 43-101 -
Standards of Disclosure for Mineral Projects (or Regulation 43-101
respecting Standards of Disclosure for Mineral Projectsin the Province
of Québec).

NI 51-102 means National Instrument 51-102 -
Continuous Disclosure Obligations(or Regulation 51-102 respecting
Continuous Disclosure Obligations in the Province of Québec).

NI 52-110 means National Instrument 52-110 - Audit
Committees (or Regulation 52-110 respecting Audit Committees in the
Province of Québec).

NioGold means NioGold Mining Corporation.

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NioGold Arrangement has the meaning ascribed under the
heading General Development of Osiskos Business - 2016 - Osisko Mining Inc.
and NioGold Mining Corporation.

NioGold Shares means the common shares in the capital
of NioGold.

Noranda means Noranda Inc.

Nottaway means Ressources Nottaway Inc.

NPI means net profit interest royalty.

NSR means net smelter return.

NSR royalty means net smelter return royalty.

NYSE means the New York Stock Exchange.

Odyssey North has the meaning ascribed under the
heading General Development of Osiskos Business - 2015 - Malartic CHL
Propect.

OMC means Osisko Mining Corporation (now known as
Canadian Malartic Corporation).

OMC Assets has the meaning ascribed under the heading
General Development of Osiskos Business - 2014 - The Agnico-Yamana
Arrangement.

OMC Contribution Agreement means the contribution
agreement dated June 16, 2014 between OMC and Osisko, pursuant to which OMC
transferred to Osisko all of its entire legal and beneficial right, title and
interest in and to the OMC Assets.

OMC Liabilities means all of the liabilities of OMC
and its affiliates, contingent or otherwise, which pertain to the OMC Assets but
excluding any liability or obligation with respect to taxes for periods prior to
June 16, 2014, the effective date of the Agnico-Yamana Arrangement.

OMC Share means the common shares in the capital of
OMC.

Opinaca means Les Mines Opinaca Ltée.

Osisko or Corporation means Osisko Gold
Royalties Ltd, a corporation existing under the QBCA, and all successors
thereto.

Osisko Board means the board of directors of Osisko,
as the same is constituted from time to time.

Osisko DSUs means Osiskos Deferred Share Units.

Osisko Exploration James Bay or MergeCo means
Osisko Exploration James Bay Inc., the corporation formed by the amalgamation of
Virginia with SubCo under the CBCA, and all successors thereto.

Osisko Meeting has the meaning ascribed under
the heading General Development of Osiskos Business - 2015 - Closing of
Virginia Arrangement.

Osisko Mining means Osisko Mining Inc. (formerly
named, prior to June 14, 2016, Oban Mining Corporation).

Osisko Mining Offering has the meaning ascribed under
the heading General Development of Osiskos Business - 2016 - Osisko Mining
Inc. and NioGold Mining Corporation.

Osisko Mining Placement has the meaning ascribed under
the heading General Development of Osiskos Business - 2015 - Osisko Mining
Inc..

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Osisko Mining Shares means the common shares in the
capital of Osisko Mining.

Osisko Mining SRs has the meaning ascribed under the
heading General Development of Osiskos Business - 2016 - Osisko Mining Inc.
and NioGold Mining Corporation.

Osisko Mining Warrants has the meaning ascribed under
the heading General Development of Osiskos Business - 2016 - Osisko Mining
Inc. and NioGold Mining Corporation.

Osisko Options means the outstanding options to
purchase Osisko Shares (i) granted under the stock option plan of Osisko
approved on May 30, 2014 by the former OMC Shareholders or (ii) otherwise issued
by Osisko.

Osisko Preferred Shares has the meaning ascribed under
the heading Description of Capital Structure - Osisko Preferred Shares.

Osisko RSUs means Osiskos Restricted Share Units.

Osisko Shareholders means the holders of Osisko
Shares.

Osisko Shares means common shares in the capital of
Osisko.

Osisko Subsidiaries means, all non material
subsidiaries of OMC transferred to Osisko pursuant to the OMC Contribution
Agreement.

oz means ounce.

Pb is the chemical symbol for lead.

PFIC has the meaning ascribed under the heading
Cautionary Statement Regarding Forward-Looking Statements.

QBCA means the Business Corporations Act(Québec) and the regulations made thereunder.

qualified person has the meaning ascribed in NI
43-101.

Replacement Osisko Options has the meaning ascribed
under the heading General Development of Osiskos Business - 2015 - Closing of
Virginia Arrangement.

Ressources Québec means Ressources Québec inc., a
wholly-owned subsidiary of Investissement Québec.

SEC means the United States Securities and Exchange
Commission.

SEDAR means the System for Electronic Document
Analysis and Retrieval.

Special Warrants has the meaning ascribed under the
heading General Development of Osiskos Business - 2015 - $200 Million Bought
Deal Private Placement.

SubCo means 9081798 Canada Inc., a corporation
existing under the CBCA, and all successors thereto.

SW Warrants has the meaning ascribed under the heading
General Development of Osiskos Business - 2015 - $200 Million Bought Deal
Private Placement.

t means tonne.

Taseko means Taseko Mines Limited.

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Taseko Warrants has the meaning ascribed under the
heading General Development of Osiskos Business - 2017 - Acquisition of Silver
Stream on Taseko Mines Limiteds Gibraltar copper mine.

Teck means collectively Teck Resources Limited and its
subsidiary Teck Metals Ltd.

tpd means tonnes per day.

TSX means Toronto Stock Exchange.

Units has the meaning ascribed under the heading
General Development of Osiskos Business - 2016 - $173 Million Bought Deal
Public Offering.

Vezza Purchase Price has the meaning ascribed under
the heading General Development of Osiskos Business - 2015 - Acquisition of
the Vezza Royalties.

VGM means Virginia Gold Mines Inc.

Virginia means Virginia Mines Inc., before its
amalgamation with SubCo to form MergeCo under the name Osisko Exploration James
Bay Inc..

Virginia Arrangement has the meaning ascribed
under the heading General Development of Osiskos Business - 2015 - Closing of
Virginia Arrangement.

Virginia Arrangement Agreement means the arrangement
agreement dated November 16, 2014 between Osisko, Virginia and SubCo.

Virginia Arrangement Effective Date means February 17,
2015.

Virginia Meeting has the meaning ascribed under
the heading General Development of Osiskos Business - 2015 - Closing of
Virginia Arrangement.

Virginia Options means the outstanding options to
purchase Virginia Shares granted under the Virginia stock option plan.

Virginia Plan of Arrangement means the plan of
arrangement under Section 192 of the CBCA made in accordance with the Virginia
Arrangement Agreement.

Virginia Shareholders means the holders of Virginia
Shares.

Virginia Shares means common shares in the capital of
Virginia.

White Pine North Royalty has the meaning ascribed
under the heading General Development of Osiskos Business - 2014  Highland
Copper Company Inc..

Yamana means Yamana Gold Inc.

Yukon Properties means the properties identified on
Schedule E to the Agnico-Yamana Arrangement Agreement.

Zn is the chemical symbol for zinc.

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GENERAL MATTERS

The information contained in this Annual Information Form,
unless otherwise indicated, is given as of December 31, 2016. More current
information may be available on our public website at www.osiskogr.com,
on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. In
addition, we generally maintain supporting materials on our website which may
assist in reviewing (but are not to be considered part of) this Annual
Information Form.

All capitalized terms used in this Annual Information Form and
not defined herein have the meaning ascribed in the Glossary of Terms or
elsewhere in this Annual Information Form.

Unless otherwise noted or the context otherwise indicates, the
term Osisko refers to Osisko Gold Royalties Ltd and its subsidiaries.

For reporting purposes, Osisko presents its financial
statements in Canadian dollars and in conformity with IFRS.

Unless otherwise indicated herein, references to $, C$ or
Canadian dollars are to Canadian dollars, and references to US$ or U.S.
dollars are to United States dollars. See General Matters - Exchange Rate
Data. See also Cautionary Statement Regarding Forward-Looking Statements.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

Certain statements contained in this Annual Information Form
may be deemed forward looking information and forward-looking statements
within the meaning of applicable Canadian Securities Laws and the United States
Private Securities Litigation Reform Act of 1995 (collectively, the
forward-looking statements). All statements in this Annual Information
Form, other than statements of historical fact, that address future events,
developments or performance that Osisko expects to occur including managements
expectations regarding Osiskos growth, results of operations, estimated future
revenues, requirements for additional capital, mineral reserve and mineral
resource estimates, production estimates, production costs and revenue, future
demand for and prices of commodities, business prospects and opportunities are
forward-looking statements. In addition, statements (including data in tables)
relating to mineral reserves and mineral resources and gold equivalent ounces
are forward-looking statements, as they involve implied assessment, based on
certain estimates and assumptions, and no assurance can be given that the
estimates will be realized. Forward-looking statements are statements that are
not historical facts and are generally, but not always, identified by the words
expects, plans, anticipates, believes, intends, estimates,
projects, potential, scheduled and similar expressions or variations
(including negative variations), or that events or conditions will, would,
may, could or should occur including, without limitation, the performance
of the assets of Osisko, and the growth of and the benefits deriving from its
portfolio of investments. Although Osisko believes the expectations expressed in
such forward-looking statements are based on reasonable assumptions, such
statements involve known and unknown risks, uncertainties and other factors and
are not guarantees of future performance and actual results may accordingly
differ materially from those in forward-looking statements. Factors that could
cause the actual results to differ materially from those in forward-looking
statements include, without limitation: fluctuations in the prices of the
commodities that drive royalties or other interests held by Osisko; fluctuations
in the value of the Canadian dollar relative to the U.S. dollar; regulatory
changes in national and local government, including permitting and licensing
regimes and taxation policies; whether or not Osisko is determined to have
passive foreign investment company status (PFIC) as defined in
Section 1297 of the United States Internal Revenue Code of 1986, as amended;
regulations and political or economic developments in any of the countries where
properties in which Osisko holds a royalty or other interest are located or
through which they are held; risks related to the operators of the properties in
which Osisko holds a royalty or other interest; influence of macroeconomic
developments; business opportunities that become available to, or are pursued by
Osisko; continued availability of capital and financing and general economic,
market or business conditions; litigation; title, permit or license disputes
related to interests on any of the properties in which Osisko holds a royalty or
other interest; development, permitting, infrastructure, operating or technical
difficulties on any of the properties in which Osisko holds a royalty or other
interest; rate and timing of production differences from resource estimates or
production forecasts by operators of properties in which Osisko holds a royalty
or other interest; risks and hazards associated with the business of exploring,
development and mining on any of the properties in which Osisko holds a royalty
or other interest, including, but not limited to unusual or unexpected
geological and metallurgical conditions, slope failures or cave-ins, flooding
and other natural disasters or civil unrest or other uninsured risks. The
forward-looking statements contained in this Annual Information Form are based
upon assumptions management believes to be reasonable, including, without
limitation: the ongoing operation by the operators of the properties in which
Osisko holds a royalty or other interest by the operators of such properties in
a manner consistent with past practice; the accuracy of public statements and
disclosures made by the operators of such underlying properties; the absence of
material adverse change in the market price of the commodities that underlie the
asset portfolio; Osiskos ongoing income and assets relating to determination of
its PFIC status; no adverse development in respect of any significant property
in which Osisko holds a royalty or other interest; the accuracy of publicly
disclosed expectations for the development of underlying properties that are not
yet in production; and the absence of any other factors that could cause
actions, events or results to differ from those anticipated, estimated or
intended.

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Although Osisko has attempted to identify important factors
that could cause actual plans, actions, events or results to differ materially
from those described in forward-looking statements, there may be other factors
that cause plans, actions, events or results not to be as anticipated, estimated
or intended. There can be no assurance that forward-looking statements will
prove to be accurate, as actual plans, results and future events could differ
materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements.

Certain of the forward-looking statements and other information
contained herein concerning the mining industry and Osiskos general
expectations concerning the mining industry are based on estimates prepared by
Osisko using data from publicly available industry sources as well as from
market research and industry analysis and on assumptions based on data and
knowledge of this industry which Osisko believes to be reasonable. However,
although generally indicative of relative market positions, market shares and
performance characteristics, this data is inherently imprecise. While Osisko is
not aware of any misstatement regarding any industry data presented herein, the
mining industry involves risks and uncertainties that are subject to change
based on various factors.

The readers are cautioned not to place undue reliance on
forward-looking statements. Osisko undertakes no obligation to update any of the
forward-looking statements in this Annual Information Form, except as required
by law. Unless otherwise indicated, these statements are made as of the date of
this Annual Information Form.

Cautionary Note to U.S. Investors Regarding the Use of
Mineral Reserve and Mineral Resource Estimates

Osisko is subject to the reporting requirements of the
applicable Canadian securities laws, and as a result reports its mineral
resources and the mineral reserves and mineral resources of the projects it has
an interest in according to Canadian standards. Canadian reporting requirements
for disclosure of mineral properties are governed by NI 43-101. The definitions
of NI 43-101 are adopted from those given by the CIM. U.S. reporting
requirements are governed by the SECs Industry Guide 7 (Guide 7). This
Annual Information Form includes estimates of mineral reserves and mineral
resources reported in accordance with NI 43-101. These reporting standards have
similar goals in terms of conveying an appropriate level of confidence in the
disclosures being reported, but embody different approaches and definitions. For
example, under Guide 7, mineralization may not be classified as a reserve
unless the determination has been made that the mineralization could be
economically and legally produced or extracted at the time the reserve
determination is made. Consequently, the definitions of Proven Mineral
Reserves and Probable Mineral Reserves under CIM standards differ in certain
respects from the standards of the SEC. Osisko also reports estimates of
mineral resources in accordance with NI 43-101. While the terms Mineral Resource, Measured Mineral Resource, Indicated
Mineral Resource and Inferred Mineral Resource are recognized by NI 43- 101,
they are not defined terms under standards of the SEC and, generally, U.S.
companies are not permitted to report estimates of mineral resources of any
category in documents filed with the SEC. As such, certain information contained
in this Annual Information Form concerning descriptions of mineralization and
estimates of mineral reserves and mineral resources under Canadian standards is
not comparable to similar information made public by United States companies
subject to the reporting and disclosure requirements of the SEC. Readers are
cautioned not to assume that all or any part of Measured Mineral Resources or
Indicated Mineral Resources will ever be converted into Mineral Reserves.
Readers are also cautioned not to assume that all or any part of an Inferred
Mineral Resource exists, or is economically or legally mineable. Further, an
Inferred Mineral Resource has a great amount of uncertainty as to its
existence and as to its economic and legal feasibility, and a reader cannot
assume that all or any part of an Inferred Mineral Resource will ever be
upgraded to a higher category. Under Canadian rules, estimates of Inferred
Mineral Resources may not form the basis of feasibility or other economic
studies.

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EXCHANGE RATE DATA

The following table sets forth the high and low exchange rates
for one U.S. dollar expressed in Canadian dollars for each period indicated, the
average of the exchange rates for each period indicated and the exchange rate at
the end of each such period, based upon the noon exchange rates provided by the
Bank of Canada:

Year Ended December
      312016
    2015
    2014(C$)
    (C$)
    (C$)High
    1.4589
    1.3990
    1.1643Low
    1.2544
    1.1728
    1.0614Rate at end of period
    1.3427
    1.3840
    1.1601Average rate for period
    1.3248
    1.2787
    1.1045


On March 21, 2017, the noon exchange rate for one U.S. dollar
expressed in Canadian dollars as reported by the Bank of Canada, was 1.3320.

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CORPORATE STRUCTURE

Name, Address and Incorporation

Osisko was incorporated on April 29, 2014 under the name
Osisko Gold Royalties Ltd / Redevances Aurifères Osisko Ltée pursuant to the
QBCA, as a wholly-owned subsidiary of OMC. On January 1, 2017, Osisko and its
wholly-owned subsidiary Osisko Exploration James Bay amalgamated under the name
Osisko Gold Royalties Ltd / Redevances Aurifères Osisko Ltée.

In connection with the arrangement between Agnico and Yamana
(the Agnico-Yamana Arrangement), pursuant to which Agnico and Yamana
jointly acquired all of the common shares of OMC, OMC transferred to Osisko the
OMC Assets (see General Development of Osiskos Business - 2014 - The
Agnico-Yamana Arrangement) and each of the former holders of OMC received in
exchange for each OMC Share so held (a) $2.09 in cash; (b) 0.07264 of an Agnico
common share; (c) 0.26471 of a Yamana common share; and (d) 0.1 of an Osisko
Share on a post-consolidation basis.

Osisko Shares are listed on the TSX under the symbol OR.
Warrants of Osisko are listed on the TSX under the symbols OR.WT (exercise
price: $36.50 / expiry date: March 5, 2022) and OR.WT.A (exercise price: $19.08
/ expiry date: February 25, 2019). On July 6, 2016, Osisko Shares began trading
on the NYSE under the ticker OR.

As of the date of this Annual Information Form, Osisko is a
reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,
Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.
Osisko is also a reporting issuer in the United States.

Osiskos head office is located at 1100 avenue des
Canadiens-de-Montréal, Suite 300, Montreal, Québec H3B 2S2.

Intercorporate Relationships

As of December 31, 2016, Osiskos only material subsidiary was
Osisko Exploration James Bay (see General Development of Osiskos Business -
2015 - Closing of Virginia Arrangement). On December 19, 2016, Osisko
Exploration James Bay continued its existence under the QBCA. On January 1,
2017, Osisko and Osisko Exploration James Bay amalgamated under the name Osisko
Gold Royalties Ltd / Redevances Aurifères Osisko Ltée.

DESCRIPTION OF BUSINESS

Description of the Business

Osisko is a public company traded on the TSX and the NYSE and
is domiciled in the Province of Québec, Canada. Osisko is focused on acquiring
and managing precious metal and other high-quality royalties and streams and
similar interests in the Americas. The cornerstone assets include the 5% NSR
royalty on the Canadian Malartic mine located in Malartic, Québec and the
sliding scale 2.0% to 3.5% NSR royalty on the Éléonore mine, located in the
James Bay area in Québec. Osisko has also entered into a silver stream agreement
on the Gibraltar mine located in British Columbia (in February 2017) and owns a
portfolio of royalties, options on royalties/stream financing and exclusive
rights to participate in future royalty/stream financings on various projects in
Canada and the United States. In addition, Osisko invests in equities of
exploration, development and royalty companies and has interests (directly or
indirectly) in exploration and evaluation projects in four gold camps: the
Abitibi Gold Belt (Val-dOr - Kirkland Lake), the James Bay area and the Cariboo
mining district in Canada and the Guerrero Gold Belt in Mexico.

12

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Highlights on Osiskos Business

| |  | Osisko is an intermediate gold-focused precious metal
      royalty and stream financing company focused on the Americas;                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Osisko owns two premier gold royalties on large low-cost
      mines that generate significant cash flow and are operated by senior
      operators;                                                     
| |  | Osisko holds a portfolio of over 50 royalties and one
      silver stream, mostly on mines and projects in Québec and Ontario;                                                                           
| |  | Osisko has a strong cash position of $499.2 million as at
      December 31st, 2017 and a $150 million undrawn credit facility
      with the ability to increase the credit facility by $50 million; and
| |  | Osisko actively invests in exploration through hybrid
      royalty/equity investments as part of its royalty accelerator model.                                                                         

Highlights  2017

| |  | On February 27, 2017, Osisko announced that it
      has entered into a US$33.0 million silver stream agreement with Taseko,
      which closed on March 3, 2017;                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On February 28, 2017, Osisko purchased
      5,450,000 common shares of Osisko Mining;                                                                                                               
| |  | On March 15, 2017, Osisko declared a quarterly
      dividend of $0.04 per Osisko Shares payable on April 17, 2017 to
      shareholders of record as of the close of business on March 31, 2017; and
| |  | On March 15, 2017, Osisko received its first
      delivery of silver from Taseko pursuant to the Gibraltar stream.                                                                                  

Highlights  2016

| |  | Record 38,270 gold equivalent ounces1earned (25% increase compared to 2015);                                                                                      
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Record revenues of $62.7 million (38% increase
      compared to 2015);                                                                                           
| |  | Net cash flows from operating activities of
      $53.4 million;                                                                                                  
| |  | Net earnings attributable to Osisko
      shareholders of $42.1 million, $0.40 per basic share (compared to $28.7
      million, $0.33 per basic share in 2015);  
| |  | Adjusted earnings2of $34.2 million,
      $0.33 per basic share2(compared to $29 million, $0.33 per
      basic share);                                           
| |  | Cash and cash equivalents of $499.2 million as
      at December 31, 2016;                                                                                        
| |  | Realized gain of $15.9 million on sale of
      equity holdings;                                                                                                  
| |  | Generated proceeds of $129.2 million on sale of
      investments mainly from the sale of its interest in Labrador Iron Ore
      Royalty Corporation;            
| |  | Completed a $50.0 million financing in the form
      of a convertible debenture with Ressources Québec, a wholly-owned
      subsidiary of Investissement Québec;
| |  | Completed a bought deal public offering for
      gross proceeds of $172.6 million;                                                                               
| |  | Entered into a 1.5% NSR royalty agreement with
      Barkerville on the Cariboo gold project for cash consideration of $25.0
      million;                       
| |  | Entered into a 1% NSR royalty agreement with
      Arizona Mining on the Hermosa project for cash consideration of $10.0
      million;                           
| |  | Entered into a $10.0 million financing
      agreement with Falco for a future stream financing or a 1% NSR royalty on
      the Horne 5 project;                 
| |  | On July 6, 2016, Osisko began trading on the
      NYSE under the ticker OR;                                                                                    
| |  | Declaration of quarterly dividends of $0.04 per
      Osisko Share for a total of $0.16 per Osisko Share for the year;                                            
| |  | On October 5, 2016, Osisko announced the
      closing of an exploration earn-in agreement with Osisko Mining to
      streamline operations; and                 
| |  | Exercise of its option to acquire a 1% NSR
      royalty on Osisko Minings Windfall and Urban Barry properties for a
      consideration of $5 million.          

____________________

| | (1) | Gold equivalent ounces earned includes NSR royalties in
      gold, silver and other cash royalties. Silver was converted to gold
      equivalent ounces by multiplying the silver ounces by the average silver
      price for the period and dividing by the average gold price for the
      period. Cash royalties were converted into gold equivalent ounces by
      dividing the associated revenue by the average gold price for the period. Refer
      to the portfolio of royalty interests section for average metal prices
  used.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Adjusted earnings and adjusted earnings per share are
      non-IFRS financial performance measures which have no standard definition
      under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS
      Financial Performance Measures section of Osiskos Annual Management
      Discussion and Analysis.                                                                                                                                                                                                                

13

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Cornerstone Royalties: the Canadian Malartic Royalty and the
Éléonore Royalty

Osiskos cornerstone asset is a 5% NSR royalty on the Canadian
Malartic property located in Malartic, Québec, and operated by the Canadian
Malartic GP created by Agnico and Yamana. The Canadian Malartic property
includes the Canadian Malartic mine, which was constructed and developed by OMC
at a cost of approximately $1.2 billion and commenced production in April 2011.
The Canadian Malartic mine is Canadas largest producing open pit gold mine.
Osisko also holds a 3% NSR royalty on the Odyssey North zone and a 5% NSR
royalty on the Odyssey south zone. In February 2017, Agnico and Yamana declared
initial inferred mineral resources at Odyssey, estimated at 1.4 million ounces
of gold (20.6 million tonnes grading 2.15 g/t gold).

Through the Virginia Arrangement in 2015, Osisko owns a sliding
scale 2.0% to 3.5% NSR royalty on the Éléonore gold property located in Québec
and operated by Goldcorp. Commercial production for the Éléonore mine was
declared on April 1, 2015. Osisko was not entitled to receive any gold or silver
ounces until a US$5 million non-interest bearing royalty advance payment had
been recovered from production of the Éléonore mine by Goldcorp (representing
4,328 ounces of gold), which was completed in November 2015. Osisko has been
receiving gold ounces from the Éléonore mine since December 2015.

|Canadian Malartic Royalty | Éléonore Royalty                                                                                                                                                     
|------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         | Operator: Agnico/Yamana                                                                                                                                              
|                         | Commodity: Au and Ag                                                                                                                                                 
|                         | Jurisdiction: Québec                                                                                                                                                 
|                         | Stage: Production                                                                                                                                                    
|                         | Royalty: 5% NSR and a $0.40/t on milled ore at the CM Properties
      from outside the Canadian Malartic property area for life of mill starting
      in June 2021.
|                          | - Sliding scale 2.0% to 3.5% NSR;                                                                                                                                    
|                          | - 0.25%
      increase for every additional 1 million ounces of gold production up to
      3.5%; and                                                                
|                          | -
      Adjustment of 10% if price of gold is higher than US$500/oz.                                                                                                 

Other Stream and Royalties - Summary

Asset
    Operator
    Interest
    Commodities
    Jurisdiction
    StageGibraltar Mine
    Gibraltar Mines Ltd.(1)(Taseko)
    Stream. See note 2.
    Cu, Ag
    British Columbia
    ProductionIsland Gold
    Richmont Mines Inc.
    1.7% - 2.55% NSR royalty (3,4)
    Au
    Ontario
    ProductionHewfran Block
    Metanor Resources Inc.
    1.7% NSR royalty(3,4)
    Au
    Québec
    ProductionVezza
    Nottaway
    5% NSR royalty & 
      40% NPI royalty
    Au
    Québec
    ProductionHorne 5(5)
    Falco
    Gold/silver stream or 1% NSR royalty
    Au, Ag, Cu, Zn
    Québec
    ExplorationLamaque
    Integra Gold Corp.
    1.7% NSR royalty(3,4)
    Au
    Québec
    ExplorationCariboo
    Barkerville
    1.5% NSR royalty
    Au
    British Columbia
    ExplorationWindfall
    Osisko Mining
    1.5% NSR royalty
    Au
    Québec
    ExplorationMarban
    Osisko Mining
    0.425% NSR royalty
    Au
    Québec
    ExplorationHermosa
    Arizona Mining
    1% NSR royalty
    Zn, Pb, Ag
    Arizona, USA
    ExplorationPandora
    Agnico/Yamana
    2% NSR royalty
    Au
    Québec
    ExplorationMalartic -Odyssey North
    Agnico/Yamana
    3% NSR royalty
    Au
    Québec
    ExplorationMalartic -Odyssey South
    Agnico/Yamana
    5% NSR royalty
    Au
    Québec
    ExplorationUpper Beaver
    Agnico/Yamana
    2% NSR royalty
    Au, Cu
    Ontario
    ExplorationHammond Reef
    Agnico/Yamana
    2% NSR royalty
    Au
    Ontario
    ExplorationKirkland Lake Camp
    Agnico/Yamana
    2% NSR royalty
    Au, Cu
    Ontario
    ExplorationCopperwood
    Highland
    3% NSR royalty (6)
    Cu, Ag
    Michigan, USA
    ExplorationJames Bay properties
    Osisko Mining
    1.5% - 3.5% NSR royalty (7)
    Au, Ag
    Québec
    ExplorationJames Bay properties
    Osisko Mining
    2% NSR royalty (7)
    Other than Au, Ag
    Québec
    Exploration


14

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|(1) | Gibraltar Mines Ltd. is a wholly-owned subsidiary of
      Taseko.                                                                                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Silver stream acquired on February 27, 2017. Any silver
      in respect of which a delivery is made after January 1, 2017, is subject
      to the stream. See General Development of Osiskos Business  2017 
      Acquisition of Silver Stream on Taseko Mines Limiteds Gibraltar Copper
      Mine.                                                                        
|(3) | In 2015, Osisko acquired a portfolio of 28 Canadian
      royalties held by Teck for cash consideration of $24.2 million. See
      General Development of Osiskos Business - 2015 - Acquisition from Teck
      Resources Limited of a Portfolio of Royalties.                                                                                                                   
|(4) | After the sale of a 15% interest in the royalties
      acquired from Teck to CDPQ. See General Development of Osiskos Business
       2015 - Acquisition from Teck Resources Limited of a Portfolio of
      Royalties.                                                                                                                                                         
|(5) | In May 2016, Osisko entered into a financing agreement of
      $10.0 million with Falco, which will be applied against a stream deposit
      to be negotiated by October 31, 2017 or converted into a 1% NSR royalty on
      the Horne 5 project if no stream agreement is concluded. See General
      Development of Osiskos Business  2016  Falco Resources Ltd..         
|(6) | 3.0% NSR royalty on the Copperwood project. Upon closing
      of the acquisition of the White Pine project, Highland will grant Osisko a
      1.5% NSR royalty on all metals produced from the White Pine project, and
      Osiskos royalty on Copperwood will be reduced to 1.5%. See General
      Deveopment of Osiskos Business - 2014  Highland Copper Company
    Inc..
|(7) | See General Development of Osiskos Business - 2016 -
      Earn-In Agreement with Osisko Mining Inc..                                                                                                                                                                                                                                                                             

Futhermore, Osisko holds a right of first refusal or right of
first offer in relation to certain rights, including financing rights, with the
following companies: Arizona Mining, Barkerville, Falco, Highland, IDM Mining
Ltd., Nottaway, Osisko Mining, Taseko and Unigold Inc.

Options on Royalties - Summary

Asset
    Operator
    Interest
    Price to Exercise
    Commodities
    Jurisdiction
    StageNeita
    Unigold Inc.
    2% NSR royalty
    $2.0 million
    Au
    Dominican Republic
    ExplorationYellowknife City Gold
    TerraX Minerals Inc.
    3% NSR royalty
    $4.0 million
    Au
    Northwest Territories
    Exploration


Exploration Projects

Osisko owns exploration properties on the Guerrero belt in
Guerrero, Mexico through wholly-owned subsidiaries organized under the laws of
Mexico, and a large area of mining claims in Northern Québec, directly and
through its wholly-owned subsidiary Coulon.

15

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Exploration Projects
    James Bay Area
      Québec, Canada Status: ExplorationCoulon Québec,
      Canada Status: ExplorationGuerrero Mexico
      Status: Exploration


Equity Interests and Accelerator Model

Osisko invests, and intends to continue investing from time to
time, in various companies within the mining industry for investment purposes,
and with the objective of improving its ability to acquire interests in
exploration assets, royalties and rights on future royalties or revenue streams.
In addition to investment objectives, in some cases, Osisko may decide to take a
more active role, including providing management personnel, technical and/or
administrative support, as well as nominating individuals to the investees
board of directors. The following table lists certain of the equity interests of
Osisko:

Investee Companies
    Equity Interest
      as of the date hereofBarkerville
    18.5%Bowmore Exploration Ltd
    21.2%Falco
    13.3%Highland
    16.1%IDM Mining Ltd.
    19.9%Mistango River Resources Inc.
    31.1%Osisko Mining
    15.0%QMX Gold Corp.
    19.9%Strongbow Exploration Inc.
    23.7%TerraX Minerals Inc.
    11.3%Unigold Inc.
    14.7%


Human Resources

As of December 31, 2016, Osisko had 28 employees.

Although Osisko has less than three (3) years of operations, it
benefits from the continued availability and commitment of its key management,
whose contributions to its immediate and future operations are of significant
importance. Furthermore, Osisko implemented a succession plan in order to
mitigate the risk of being dependent on such key management. From time to time,
Osisko may also need to identify and retain additional skilled management and
specialized technical personnel to efficiently operate its business.

Business Model and Strategy

Osiskos objective is to maximize returns for its shareholders
by growing its asset base, both organically and through accretive acquisitions
of precious metal and other high-quality royalties, streams and similar
interests, and by returning capital to its shareholders by dividend payments.
Osisko believes it can achieve this by putting its teams strong technical
expertise to work seeking out high margin growth opportunities that provide
exposure to the upside of commodity prices and optionality of reserve growth and
new discoveries. Osiskos main focus is on high quality gold assets located in
favourable jurisdictions and operated by established mining companies, as these
assets are expected to support a premium valuation in the marketplace. Osisko
will also evaluate opportunities in other commodities and jurisdictions. Given
that a core aspect of Osiskos business is the ability to compete for investment
opportunities, Osisko plans to maintain a strong balance sheet
and ability to deploy capital. Osisko may also invest or maintain investments in
gold bullion as part of its overall treasury management, through the acquisition
of gold bullion on the market or through holding in-kind royalties received.

16

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Material Mineral Projects

Osisko considers the Canadian Malartic Royalty and the Éléonore
Royalty to be currently its only material mineral projects for the purposes of
NI 43-101.

Outlook

Osiskos 2017 outlook on royalties and streams is based on the
publicly available forecasts, in particular forecast for the Canadian Malartic
mine published by Yamana and Agnico, forecast for the Éléonore mine published by
Goldcorp and forecast from Island Gold mine from Richmont Mines Inc. For
royalties or stream earned on properties where no public information is
available, Osisko obtains internal forecasts from the producers or uses
managements best estimate.

Attributable gold equivalent ounces for 2017 are estimated
between 43,300 and 46,100 and are detailed as follows:

2017Canadian Malartic
    30,500 - 31,500Éléonore
    6,800 - 7,000Island Gold
    1,400 - 1,600Gilbraltar (stream)
    2,600 - 3,000Other
    2,000 - 3,000Gold equivalent ounces
    43,300 - 46,100


For Osiskos 2017 guidance, silver and cash royalties have been
converted to gold equivalent ounces using commodity prices of US$1,250 per ounce
of gold and US$18 per ounce of silver and an exchange rate (US$/C$) of 1.30.

Following the earn-in agreement reached with Osisko Mining (see
General Development of Osiskos Business - 2016- Earn-In Agreement with Osisko
Mining Inc.), Osiskos exploration and evaluation expenses will be mainly for
the Coulon project and is estimated at $3.1 million ($1.7 million net of
estimated exploration tax credits), of which about $2.2 million will be financed
by Québec institutions and other partners.

GENERAL DEVELOPMENT OF OSISKOS BUSINESS

2017

Highland Copper Company Inc.

On March 20, 2017, Osisko announced that it has subscribed for
and received from Highland 25,000,000 units for a price of $0.10 per unit in
connection with the closing of the third tranche of Highlands private placement
for a total subscription price of $2,500,000. Each unit is comprised of one
common share and one half of a common share purchase warrant. Each whole warrant
entitles Osisko to acquire one common share at a price of $0.15 for a period of
one year following the closing date of the private placement.

17

---

IDM Mining Ltd.

On March 8, 2017, Osisko announced that it has subscribed for
  and received from IDM Mining Ltd. 29,400,000 common shares at a price of $0.17
  per share and 41,000,000 flow-through common shares at a price of $0.25 per
  share for a total subscription price of $15,248,000. In connection with the
  private placement, IDM Mining Ltd. granted to Osisko certain pre-emptive rights
  in respect to purchases or grants of royalties or streams from the Red Mountain
  gold project.

Acquisition of Silver Stream on Taseko Mines Limiteds
Gibraltar Copper Mine

On February 27, 2017, Osisko announced that it has agreed to
acquire a silver stream with reference to silver produced at the Gibraltar
copper mine located in British Columbia, Canada, from Gibraltar Mines Ltd., a
wholly-owned subsidiary of Taseko. Taseko owns a 75% joint venture interest in
the Gibraltar copper mine. This transaction closed on March 3, 2017. Osisko paid
Taseko cash consideration of US$33 million for the silver stream. In addition,
Osisko will make ongoing payments of US$2.75 per ounce of silver delivered.

The principal terms of this agreement are as follows:

| |  | Osisko will receive from Taseko an amount equal to 100%
      of Tasekos share of the silver production on the Gibraltar copper mine
      until delivery of 5.9 million ounces of silver, which is equivalent to
      Tasekos 75% share of the silver in the current proven and probable
      reserves, and 35% of silver production thereafter for the life of mine.                                                                                                                                              
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Osisko paid Taseko cash consideration of US$33 million
      for the silver stream as an advance payment against the purchase price for
      the sale of silver to Osisko.                                                                                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | The effective date of the transaction is January 1, 2017.
      Any silver in respect of which a delivery is made to an offtaker after
      January 1, 2017, is subject to the stream.                                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | The silver payability rate is 90% of contained silver in
      concentrate, which is in accordance with Tasekos existing concentrate
      offtake agreements.                                                                                                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Osisko will make ongoing payments of US$2.75 to Taseko
      per silver ounce delivered.                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Silver deliveries will be the secured, subordinated
      obligation of Gibraltar Mines Ltd., but will be guaranteed by Taseko.                                                                                                                                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Taseko has granted Osisko 3 million common share purchase
      warrants (the Taseko Warrants), with each Taseko Warrant
      entitling Osisko to purchase one (1) common share of Taseko at a strike
      price of $2.74. The Taseko Warrants will expire on April 1, 2020. If at
      any point during the life of the Taseko Warrants, Tasekos share price
      trades at a premium of 25% above the strike price for a 30-day consecutive
      period, Taseko may force the exercise of the Taseko Warrants.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | The acquisition is expected to increase Osiskos
      production by approximately 200,000 ounces of silver for the next 14
      years, increasing to an average of 350,000 ounces of silver for the
      remainder of the 23-year reserve life of the Gibraltar copper mine.                                                                                                                                                                                                                                         

18

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QMX Gold Corporation

On February 22, 2017, Osisko announced that it has subscribed
for and received 8,266,670 common shares of QMX Gold Corporation at a price of
$0.30 per common share for a total subscription price of $2,480,001.

Sale of interest in Labrador Iron Ore Royalty Corporation

Over the course of the fourth quarter of 2016 and January 2017,
Osisko sold its 9.8% interest in Labrador Iron Ore Royalty Corporation. Osisko
received $113.4 million in proceeds (including $98.2 million in 2016). During
the period it held shares of Labrador Iron Ore Royalty Corporation, Osisko
received $10.7 million in dividends.

2016

Appointment of Mr. Jacques Perron to the Board of
Directors of Osisko

On December 12, 2016, Osisko announced the appointment of Mr.
Jacques Perron to the Osisko Board.

Normal Course Issuer Bid Program

On October 17, 2016, following TSX approval, Osisko announced
the commencement of a normal course issuer bid to purchase for cancellation,
from time to time, up to 5% of the issued and outstanding Osisko Shares over a
12-month period (the NCIB Program).

Repurchases under the NCIB Program may commence on October 24,
2016 and will terminate on October 23, 2017, or on such earlier date as the NCIB
Program is complete. Purchases of Osisko Shares under the NCIB Program will be
made in Canada through the facilities of the TSX in accordance with its rules.
Daily purchases will be limited to 116,783 Osisko Shares, other than block
purchase exemptions, representing 25% of the average daily trading volume of the
Osisko Shares on the TSX for the six-month period ended September 30, 2016,
being 467,132 Osisko Shares. The price that Osisko may pay for Osisko Shares
purchased under the NCIB Program will be the prevailing market price at the time
of purchase and any Osisko Shares purchased by Osisko will be cancelled.

As of the date hereof, Osisko had purchased 150,000 Osisko
Shares under the NCIB Program.

Earn-In Agreement with Osisko Mining Inc.

Effective October 4, 2016, Osisko entered into an earn-in
agreement with Osisko Mining, which was subsequently amended to create two
separate earn-in agreements. Under the first earn-in agreement, Osisko Mining
may earn a 100% interest in 26 of Osiskos exploration properties located in the
James Bay area (excluding the Coulon copper-zinc project and four other
exploration properties) and Labrador Trough upon completing expenditures of
$26.0 million over a 7-year period; Osisko Mining will earn a 50% interest upon
completing expenditures totaling $15.6 million over a 4-year period. Under the
second earn-in agreement, Osisko Mining may earn a 100% interest in the Kan
property (comprised of the Kan and Fosse Au properties) upon completing
expenditures totaling $6.0 million, which represents the guaranteed expenditures
to be incurred by Barrick, following an earn-in agreement signed between Osisko
Mining and Barrick where Barrick committed to spend $15.0 million on the Kan
property; Osisko Mining may earn a 50% interest upon completing expenditures
totaling $3.6 million over a 4-year period. Osisko will retain an escalating NSR
royalty ranging from 1.5% to a maximum of 3.5% on precious metals and a 2.0% NSR
royalty on other metals and minerals produced from the 27 properties.
Additionally, new properties acquired by Osisko Mining in a designated area
during a 7-year term will be subject to a royalty agreement in favour of Osisko
with similar terms. Osisko undertook not to participate in any exploration
activity and is bound not to compete with Osisko Mining in areas covered by the
agreement, except for the continuation of activities on the Coulon copper-zinc
project held by Osisko and other Québec institutional shareholders and on four
other exploration properties.

19

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As part of the transaction, Osisko Mining hired most of the
Osisko Québec based exploration team (former Virginia employees) and took over
the Québec office lease.

Osisko has also exercised its option to acquire a 1% NSR
royalty on Osisko Minings properties (including the Windfall and Urban Barry
properties) for $5 million (see General Development of Osiskos Business -2015
- Osisko Mining Inc.).

Listing on the NYSE

On July 6, 2016, the Osisko Shares began to trade on the NYSE
under the ticker sumbol OR.

Highland Copper Company Inc.

On June 30, 2016, Highland and Osisko agreed to amend the terms
of their agreement entered into in December 2014 and to convert the $10 million
secured loan into a 3% NSR royalty on all metals produced from the mineral
rights and leases associated with the Copperwood project. Upon closing of the
acquisition of the White Pine project, Highland will grant Osisko a 1.5% NSR
royalty on all metals produced from the White Pine project, and Osiskos royalty
on Copperwood will be reduced to 1.5% . Following the conversion, Osisko retains
its option to purchase for US$26 million any future silver production from the
White Pine and Copperwood projects.

Falco Resources Ltd.

On May 30, 2016, Osisko provided a $10 million loan to Falco
with an 18-month maturity and bearing interest at 7% per annum. Under the terms
of the loan, Falco and Osisko shall negotiate, by the end of October 2017, the
terms, conditions and form of a silver and/or gold stream agreement required to
build the Falcos Horne 5 project. In this case, the principal amount of the
loan and any accrued interest will be applied against the stream deposit. At the
maturity date, if Falco and Osisko have not concluded a stream agreement, the
principal amount of the loan will be converted into a 1 % NSR royalty on the
Horne 5 project and accrued interests will be paid in cash.

Arizona Mining Inc.

On April 25, 2016, Osisko acquired for $10 million a 1% NSR
royalty on any lead/zinc/silver sulfide ores mined from the Hermosa Project
owned by Arizona Mining. The Hermosa Project is located in Santa Cruz County,
Arizona. Osisko also subscribed for a total of 8,930,000 units at a price of
$0.56 per unit, for gross proceeds of $5,000,800. Each unit consisted of one
common share of Arizona Mining and one half of one common share purchase
warrant, each whole warrant being convertible into one common share of Arizona
Mining at a price of $0.75 for a period of 18 months.

$173 Million Bought Deal Public Offering

On February 26, 2016, Osisko closed a bought deal public
offering by way of a short form prospectus in all of the provinces of Canada of
11,431,000 units (the Units), including the full exercise of an
over-allotment option by a syndicate of underwriters co-led by BMO Nesbitt Burns
Inc. and RBC Dominion Securities Inc., at a price of $15.10 per Unit,
representing aggregate gross proceeds to Osisko of $172,608,000.

Each Unit entitles the holder to acquire, for no additional
consideration, one (1) Osisko Share and one-half of one common share purchase
warrant (each whole common share purchase warrant a 2016 Warrant) of
Osisko. Each full 2016 Warrant will entitle the holder thereof to purchase one
(1) Osisko Share at a price of $19.08 per Osisko Share for a period of 36
months.

20

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$50 Million Financing with Ressources Québec inc.

On February 12, 2016, Ressources Québec, a wholly-owned
subsidiary of Investissement Québec, subscribed to a five-year $50 million
convertible debenture, bearing interest at an annual rate of 4% payable
quarterly (the Debenture).

Ressources Québec will be entitled, at its option, to convert
the Debenture into Osisko Shares at a price of $19.08 per Osisko Share at any
time during its term.

Barkerville Gold Mines Ltd.

On February 5, 2016, Osisko announced that it closed its
previously announced royalty financing and the second tranche of the private
placement with Barkerville (a first tranche of $6 million closed on December 23,
2015). On November 30, 2015, Osisko and Barkerville announced the entering into
of a binding letter agreement whereby Osisko agreed to purchase 32,000,000
common shares, issued on a flow-through basis, of Barkerville (the
Barkerville Placement) at a price of $0.32 per share for total proceeds
of $10,240,000 as well as a 1.5% NSR royalty on the Cariboo Gold project located
in British Columbia, Canada, for cash consideration of $25 million.

Following the completion of the Barkerville Placement, Osisko
held 47,625,000 common shares of Barkerville, representing approximately 18.4%
of the issued and outstanding common shares of Barkerville.

As part of this financing, Osisko and Barkerville also agreed
to negotiate a gold stream agreement following the completion by Barkerville of
a feasibility study on the Cariboo Gold project. Following a 60-day negotiation
period, if Osisko and Barkerville have not entered into a gold stream agreement,
Barkerville shall either grant a right to Osisko to purchase an additional 0.75%
NSR royalty for a consideration of $12.5 million, or make a payment of $12.5
million to Osisko.

Osisko was also granted the right to appoint two nominees to
the board of directors of Barkerville. Upon closing of the Barkerville
Placement, Sean Roosen (Chair and Chief Executive Officer of Osisko) was
appointed as Co-Chairman of Barkerville, Chris Lodder, a director of
Barkerville, was selected to serve as Osiskos second nominee and Luc Lessard,
Senior Vice President, Technical Services of Osisko, was appointed as Chief
Operating Officer.

Additionally, Osisko and Barkerville entered into a technical
advisory agreement whereby Osisko will review data and provide advice to
Barkerville during the exploration, development and construction of the Cariboo
Gold project located in British Columbia, Canada.

Osisko Mining Inc. and NioGold Mining Corporation

On January 11, 2016, Osisko Mining announced its intention to
acquire all of the outstanding shares of NioGold by way of a statutory plan of
arrangement (the NioGold Arrangement). In connection with the NioGold
Arrangement, Osisko Mining also announced a best efforts private placement of
8,333,333 subscription receipts of Osisko Mining (the Osisko Mining
SRs) at a subscription price of $1.20 per Osisko Mining SR for total gross
proceeds of $10 million (the Osisko Mining Offering).

Each Osisko Mining SR entitled the holder thereof to receive,
for no additional consideration and without further action on the part of the
holder thereof, following the satisfaction by Osisko Mining of the release
conditions (a) one (1) Osisko Mining Share and (b) one (1) common share purchase
warrant of Osisko Mining (an Osisko Mining Warrant). Each Osisko Mining
Warrant is exercisable into one Osisko Mining Share for a period of thirty-six
(36) months from the closing date of the Osisko Mining Offering at an exercise
price of $1.44.

21

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The Osisko Mining Offering closed on February 3, 2016, with
10,521,700 Osisko Mining SRs sold (which included a partial exercise of an
over-allotment option) for gross proceeds of $12,626,000.

Osisko subscribed for and received 800,000 Osisko Mining SRs
under the Osisko Mining Offering.

On March 4, 2016 Osisko Mining and NioGold announced that all
resolutions in connection with their proposed business combination to be
completed by way of a plan of arrangement were approved at the special meeting
of shareholders of Osisko Mining and at the annual and special meeting of
shareholders of NioGold. In addition, shareholders of Osisko Mining ratified and
approved the private placement of 10,521,700 Osisko Mining SRs sold on a best
efforts private placement basis on February 3, 2016.

Additionally, in connection with the NioGold Arrangement, which
closed on March 11, 2016, Osisko received an additional 9,833,495 Osisko Mining
Shares.

Following closing of the NioGold Arrangement and the conversion
of the Osisko Mining SRs, Osisko owned (a) 19,859,327 Osisko Mining Shares,
representing approximately 16% of the issued and outstanding Osisko Mining
Shares on a non-diluted basis, and (b) 20,659,327 Osisko Mining Shares assuming
the exercise in full by Osisko of the 800,000 Osisko Mining Warrants underlying
the 800,000 Osisko Mining SRs held by Osisko, representing approximately 16.6%
of the issued and outstanding Osisko Mining Shares on a partially-diluted
basis.

2015

Increase of Revolving Credit Facility

On December 23, 2015, Osisko amended its Credit Agreement with
National Bank of Canada and the Bank of Montreal, thereby increasing the amount
of the facility from $100 million to $150 million and extending its term to
December 23, 2017, which can be extended by one year at each anniversary date
(the Amended Credit Agreement). The revolving credit facility is to be
used for investments in the mineral industry, including the acquisition of
royalties and/or funding precious metal streams. The revolving credit facility
may be further increased by $50 million at Osiskos request. The revolving
credit facility is secured by Osiskos assets.

As of the date of this Annual Information Form, no amount has
been drawn under the revolving credit facility and Osisko is in compliance with
all covenants thereunder.

Falco Resources Ltd.

On December 31, 2015, Osisko subscribed for 5,900,000
flow-through Falco Shares at a price of $0.32 per share for an aggregate
subscription price of $1,888,000. Following this private placement, Osisko had
ownership and control over 17,857,255 Falco Shares, representing approximately
16.2% of the issued and outstanding Falco Shares.

22

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Receipt of First Shipment of Gold Ounces - Éléonore
Royalty

On December 22, 2015, Osisko announced the receipt of a first
shipment of gold ounces from the Éléonore Royalty. As a reminder, Osisko did not
receive any gold or silver ounces from the Éléonore Royalty until a US$5 million
non-interest bearing royalty advance payment was recovered by Goldcorp from
production of the Éléonore mine.

Acquisition from Teck Resources Limited of a Portfolio of
Royalties

On October 19, 2015, Osisko announced an agreement to acquire a
portfolio of thirty-one (31) Canadian royalty interests held by Teck in exchange
for cash consideration of $28 million, with an additional $2.5 million to be
paid on confirmation of certain rights.

On November 17, 2015, Osisko announced the closing of the first
portion of the acquisition, pursuant to which Osisko acquired a portfolio of
twenty-eight (28) royalties for cash consideration of $24.2 million, with an
additional $2.5 million to be paid upon the confirmation of certain rights. The
additional payment of $2.5 million was not made as the rights were not
confirmed.

Such portfolio of royalties includes the following

| | 1. | Island Gold.Three (3) royalties from 2.0%
      NSR to 3.0% NSR on the producing Island Gold Mine properties located in
      Northern Ontario owned by Richmont Mines Inc.;                                 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                              
| | 2. | Lamaque.2.0% NSR royalty on the Lamaque
      property located in the Abitibi owned by Integra Gold Corp.;                                                                                                   
| |    |                                                                                                                                                                                                              
| | 3. | Hewfran. 2.0% NSR royalty on the Hewfran
      Block located in Northern Québec owned by Metanor Resources Inc.;
    and                                                                                     
| |    |                                                                                                                                                                                                              
| | 4. | Marban.0.5% NSR royalty and right to $5
      million payment upon commercial production on the Marban property owned by
      NioGold and located near the Canadian Malartic mine in Malartic,
      Québec.

In conjunction with the Virginia Arrangement, CDPQ and Fonds
FTQ were granted a combined 15% right to participate in all future royalty or
stream transactions entered into by Osisko and Virginia.

On February 17, 2016, CDPQ exercised such participation right
to acquire a 15% interest in the portfolio of twenty-eight (28) Canadian royalty
interests acquired by Osisko from Teck to date.

Acquisition of the Vezza Royalties

Pursuant to a royalty purchase agreement dated September 10,
2015, Osisko acquired a 5% NSR royalty and a 40% NPI royalty in the Vezza gold
property operated by Nottaway for a total acquisition price of $10 million (the
Vezza Purchase Price). It was agreed that Nottaway shall drawdown on
the Vezza Purchase Price in no less than two (2) tranches of no more than $5
million. As of December 31, 2015, an amount of $5 million, payable on the Vezza
Purchase Price, was outstanding and payable by Osisko on demand. In March 2016,
the Vezza Purchase Price was paid in full. The Vezza property is located 25 km
from Matagami, Québec.

Highland Copper Company Inc.

On October 7, 2015, Osisko subscribed for 24,426,434 common
shares of Highland at a price of $0.15 per share for an aggregate consideration
of $3,663,965.

Following this private placement, Osisko had ownership and
control over 29,420,434 common shares of Highland, representing approximately
19.1% of the issued and outstanding common shares of Highland.

23

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Dividend Reinvestment Plan

On September 21, 2015, Osisko implemented the Dividend
Reinvestment Plan.

The Dividend Reinvestment Plan allows shareholders to reinvest
their cash dividends into additional Osisko Shares either purchased on the open
market through the facilities of TSX, or issued directly from treasury by
Osisko, or acquired by a combination thereof. In the case of a treasury
issuance, the price will be the weighted average price of the Osisko Shares on
the TSX during the five (5) trading days immediately preceding the dividend
payment date, less a discount, if any, of up to 5%, at Osiskos sole election.
No commissions, service charges or brokerage fees are payable by Osisko
Shareholders who elect to participate in the Dividend Reinvestment Plan.

Osisko Mining Inc.

On June 8, 2015, Osisko Mining entered into binding letter
agreements with each of Eagle Hill Exploration Corporation, Ryan Gold Corp. and
Corona Gold Corporation in respect of the proposed acquisition by Osisko Mining
of such companies.

In connection with the foregoing, Osisko and Osisko Mining
entered into an agreement pursuant to which Osisko agreed to purchase up to
181,818,181 Osisko Mining Shares at a price of $0.11 per share, for an aggregate
purchase price of up to $20 million (the Osisko Mining Placement).

The financing commitment included the grant to Osisko of first
rights to participate in royalties and streams created by Osisko Mining and pro
rata financing participation rights. For a period of five (5) years from the
date of closing of the transaction, Osisko will have a one-time right, should
Osisko Mining seek financing in debt or equity markets, to provide first
financing to Osisko Mining equal to $5 million in exchange for the granting by
Osisko Mining of a 1% NSR royalty over such properties as are wholly owned by
Osisko Mining immediately following completion of the transaction. In addition,
administrative services will be provided to Osisko Mining by Osisko.

The Osisko Mining Placement closed on August 25, 2015, pursuant
to which Osisko purchased 161,750,984 Osisko Mining Shares at a price of $0.11
per share, for aggregate gross proceeds of approximately $17.8 million,
resulting in Osisko holding approximately 16.9% of the issued and outstanding
Osisko Mining Shares on a non-diluted basis.

Following the completion of the Osisko Mining Placement, Sean
Roosen (Chair and Chief Executive Officer of Osisko; director of Osisko Mining
since August 2015), John F. Burzynski (Director of Osisko; director of Osisko
Mining since February 2010) and Robert Wares (director of Osisko Mining since
January 2013) were appointed to the board of directors of Osisko Mining as
nominees of Osisko further to nomination rights, among other rights, granted to
Osisko in connection with the Osisko Mining Placement.

Labrador Iron Ore Royalty Corporation

On May 15, 2015, Osisko announced the acquisition of a 9.8%
equity interest in Labrador Iron Ore Royalty Corporation.

Malartic CHL Prospect

Prior to completion of the Agnico-Yamana Arrangement, OMC held
a direct 70% interest in the Malartic CHL prospect (the Malartic CHL
Prospect).

Upon completion of the Agnico-Yamana Arrangement, the Malartic
CHL Prospect was not included in the Canadian Malartic Royalty due to the
pending legal dispute with a third party.

24

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On February 23, 2015, Osisko provided a public update in
respect of its royalty interest in the Malartic CHL Prospect, which among other
things hosts the Odyssey North discovery (Odyssey North) and announced
that it has entered into a letter of intent with Agnico and Yamana whereby
Osisko received a 3% NSR royalty on 100% of the Malartic CHL Prospect.

$200 Million Bought Deal Private
Placement

On January 21, 2015, Osisko announced a bought deal private
placement with a syndicate of underwriters, co-led by Macquarie Capital Markets
Canada Ltd. and RBC Dominion Securities Inc., pursuant to which the 2015
Underwriters have agreed to buy 10,960,000 special warrants of Osisko (the
Special Warrants) at a price of $18.25 per Special Warrant,
representing aggregate gross proceeds of $200,020,000.

Each Special Warrant entitled the holder to acquire, for no
additional consideration, one (1) unit of Osisko, with each such unit being
comprised of one (1) Osisko Share and one-half of one common share purchase
warrant of Osisko (each whole common share purchase warrant a SW
Warrant), exercisable for eighty-four (84) months following closing of
the deal at a price of $36.50 per Osisko Share.

The Special Warrants were automatically exercised or deemed to
be exercised by the holders thereof on March 5, 2015, following which Osisko
issued an aggregate of 10,960,000 Common Shares and 5,480,000 SW Warrants.

Closing of Virginia Arrangement

On January 12, 2015, all resolutions in connection with an
arrangement between Virginia and Osisko (the Virginia Arrangement) were
approved at the special meetings of shareholders of Virginia (the Virginia
Meeting) and of Osisko (the Osisko Meeting). At the Virginia
Meeting, the special resolution authorizing the Virginia Arrangement was
approved by 99.36% of the Virginia Shareholders present in person or represented
by proxy, which were representing 77.60% of all issued and outstanding Virginia
Shares. At the Osisko Meeting, the ordinary resolution authorizing the maximum
number of Osisko Shares issuable in connection with the Virginia Arrangement was
approved by 99.91% of the Osisko Shareholders present in person or represented
by proxy, which were representing 80% of all issued and outstanding Osisko
Shares.

On January 15, 2015, Virginia received final approval of the
Superior Court of Québec for the Virginia Arrangement.

On February 17, 2015 (the Virginia Arrangement Effective
Date), the following transactions contemplated under the Virginia
Arrangement closed:

| | (a) | each Virginia Share held by a Virginia Shareholder (other
      than Osisko) was transferred by the holder thereof to Osisko in exchange
      for 0.92 Osisko Share, free and clear of any liens, claims or
      encumbrances, subject to the Virginia Plan of Arrangement, Virginia and
      SubCo amalgamated to form MergeCo, under the name Osisko Exploration
      James Bay Inc. / Exploration Osisko - Baie James Inc. and thereby
      becoming a wholly-owned subsidiary of Osisko;                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | each Virginia Option outstanding immediately prior to the
      Virginia Arrangement Effective Date, whether or not vested, was exchanged
      for an option (each a Replacement Osisko Option) to acquire from
      Osisko the number of Osisko Shares equal to the product of the number of
      Virginia Shares by the Exchange Ratio. The exercise price per Osisko Share
      subject to a Replacement Osisko Option shall be equal to the quotient
      obtained by dividing the exercise price per Virginia Share by the Exchange
      Ratio;                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | The exchange rights agreement dated January 31, 2014 (the
      Coulon Exchange Rights Agreement) was amended so that, a Coulon
      Shareholder shall, upon exercise of such Coulon Shareholders exchange rights thereunder (the Coulon
Exchange Rights) in accordance with the terms and conditions of the Coulon
Exchange Rights Agreement, no longer be entitled to receive Virginia Shares and
shall instead be entitled to receive from Osisko such number of Osisko Shares
(rounded to the nearest whole number with half of an Osisko Share rounded
upwards) calculated in accordance with the formula set out in the Virginia Plan
of Arrangement.

25

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Consequently, on February 17, 2015, in connection with the
closing of the Virginia Arrangement:

| | (i)   | 29,964,240 Osisko Shares were issued to Virginia
      Shareholders (other than Osisko) in exchange for their Virginia
    Shares;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                   
| | (ii)  | the outstanding Virginia Options were exchanged for
      1,695,770 Replacement Osisko Options; and                               
| |       |                                                                                                                                   
| | (iii) | up to 7,611,937 Osisko Shares issuable upon the exercise
      of the Coulon Exchange Rights were reserved for
issuance.          

In addition, in connection with the closing of the Virginia
Arrangement, André Gaumond and Pierre Labbé were nominated as directors of
Osisko.

2014

Highland Copper Company Inc.

On December 16, 2014,Osisko announced the closing of a
transaction with Highland whereby Osisko has provided Highland with a C$10
million secured loan in exchange for, among other things, a 3% sliding-scale NSR
royalty option on all metals produced from the White Pine North project to be
acquired by Highland. Under this transaction, Highland also granted Osisko an
exclusive option to purchase a 100% silver NSR royalty on all future silver
production from Highlands White Pine North and Copperwood Projects
(collectively, the Michigan Projects).

Under the terms of this transaction, Osisko has provided
Highland with a C$10 million loan, secured against all of Highlands assets (the
Highland Secured Loan), until the earlier of such time that Highland
completes its acquisition of the White Pine North project, or March 31, 2016.
Upon Highland completing its acquisition of the White Pine North project, the
Highland Secured Loan may be assigned, at Osiskos discretion, to Highland in
exchange for a 3% sliding-scale NSR royalty on all metals from the White Pine
North project (the White Pine North Royalty). The White Pine North
Royalty has a base rate 3% NSR and increases by 0.01% NSR for every $0.01
increase in the copper price above $3.00 per pound.

Additionally, Osisko has been granted an option to purchase a
100% silver NSR royalty on the Michigan Projects (the Highland Silver
Royalty) for future cash consideration of US$26 million should Osisko
exercise its exclusive option to acquire the Highland Silver Royalty. At its
sole discretion, Osisko may elect to purchase the Highland Silver Royalty within
60 days following the delivery by Highland of a feasibility study on the
Michigan Projects.

In connection with the Highland Secured Loan, Osisko had the
right to nominate one (1) director to the Highland board (which right was
exercised on November 23, 2015 with the appointment of Luc Lessard). Osisko has
the right to nominate one (1) additional director to the Highland board upon
exercise of the Highland Silver Royalty option.

$100 Million Revolving Credit Facility

On November 21, 2014, Osisko entered into a $100 million
revolving credit facility agreement with National Bank of Canada (the Credit
Agreement) to obtain a revolving credit facility to be used for investments in the mineral industry, including the acquisition
of royalties and the funding of precious metal streams.

26

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The revolving credit facility is secured by Osiskos assets and
has a two-year term, which can be extended by one year on each anniversary. The
facility is subject to initial standby fees of 0.30% . Drawn funds with base and
prime rate advances will bear interest at a base/prime rate plus between 0.50%
and 2.50% and LIBOR loans will bear interest at LIBOR plus between 1.50% and
3.50% depending on Osiskos leverage ratio.

Normal Course Issuer Bid

On November 28, 2014, Osisko commenced a normal course issuer
bid to purchase for cancellation, from time to time, up to the greater of (i) 5%
of the issued and outstanding Osisko Shares, and (ii) 10% of the public float
(as that term is defined in the TSX Company Manual) over a twelve-month period,
subject to TSX approval.

Initiation of Quarterly Dividend Program

On November 17, 2014, Osisko announced that the Osisko Board
approved the initiation of a quarterly dividend program. Osisko paid a dividend
of $0.03 per Osisko Share for each quarter from December 31, 2014 to September
30, 2015. Osisko increased its quarterly dividend to $0.04 per Osisko Share
since the last quarter of 2015.

Virginia Arrangement Agreement and Private Placements
with CDPQ and Fonds FTQ

On November 16, 2014, Osisko entered into the Virginia
Arrangement Agreement with Virginia and SubCo, a wholly-owned subsidiary of
Osisko.

On November 16, 2014, Osisko and Virginia entered into binding
subscription agreements with CDPQ and Fonds FTQ for private placements of Osisko
Shares and Virginia Shares. Together, the CDPQ and the Fonds FTQ subscribed for
2,794,411 Osisko Shares at a price of $15.03 per Osisko Share for aggregate
gross proceeds of approximately $42 million. In addition, the CDPQ and the Fonds
FTQ together subscribed for 2,024,583 Virginia Shares at a price of $13.83 per
Virginia Share for aggregate gross proceeds of approximately $28 million. On
November 26, 2014, following TSX approval, the private placements closed.

On November 16, 2014, Osisko entered into a share purchase
agreement with a certain shareholder of Virginia to acquire, in the aggregate,
2,387,616 Virginia Shares for consideration of $14.19 per Virginia Share,
satisfied by the delivery of 0.92 Osisko Shares for each Virginia Share. The
acquisition of such Virginia Shares was completed on December 1, 2014. The
2,387,616 Virginia Shares acquired by Osisko under such share purchase agreement
represented approximately 6.7% of the issued and outstanding Virginia Shares.

On November 25, 2014, Osisko acquired beneficial ownership of
an additional 1,000,000 Virginia Shares at a price of $13.00 per Virginia Share
and, on November 28, 2014, Osisko acquired beneficial ownership of an additional
175,000 Virginia Shares. Osisko acquired these 1,175,000 Virginia Shares through
the facilities of the TSX.

NioGold Mining Corporation

On August 29, 2014, Osisko completed a non-brokered private
placement to acquire 14,000,000 flow-through common shares of NioGold at a price
of $0.35 per share. Upon closing of the transaction, Osisko owned 23,598,500
NioGold Shares, or approximately 19.5% of the issued and outstanding NioGold
Shares. In addition, Osisko completed the purchase of the rights held by NioGold
to repurchase half of the existing NSR royalties on the Marban block and
Malartic Hygrade-NSM block for an aggregate purchase price $150,000. Such rights include the right to
repurchase (a) for the price of $1,000,000: (i) 0.25% NSR on the Marban claims,
(ii) 0.5% NSR on the First Canadian claims and (iii) 1.0% NSR on the Norlartic
claims; and (b) for the price of $1,000,000, 1.0% NSR on the Malartic
Hygrade-NSM claims.

27

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On October 30, 2014, Sean Roosen, the Chair and Chief Executive
Officer of Osisko, and Bryan A. Coates, the President of Osisko, were elected as
directors of NioGold.

Falco Resources Ltd.

On August 28, 2014, Osisko entered into a share purchase
agreement with QMX Gold Corporation to acquire 1,488,990 Falco Shares at a price
of $0.45 per Falco Share for an aggregate purchase price of $670,045,
representing approximately 2.04% of the issued and outstanding Falco Shares. In
addition, Osisko acquired, subject to the policies of the TSX Venture Exchange,
an additional 1,218,265 Falco Shares subject to an escrow agreement at a price
of $0.27 per Falco Share for an aggregate purchase price of $328,931.

On September 12, 2014, Falco appointed Sean Roosen, the Chair
and Chief Executive Officer of Osisko, as Chair of Falco.

The Agnico-Yamana Arrangement

Osisko was formed following the entering into of the
Agnico-Yamana Arrangement Agreement by Agnico, Yamana and OMC.

In connection with the Agnico-Yamana Arrangement, OMC
transferred to Osisko all of its legal and beneficial right, title and interest
in and to the OMC Assets (as defined below) in consideration for (i) the
issuance by Osisko to OMC of 479,004,578 Osisko Shares (on a pre-consolidation
basis), and (ii) the assumption by Osisko of the OMC Liabilities, all in
accordance with the terms of the OMC Contribution Agreement.

The assets contributed pursuant to the OMC Contribution
Agreement (collectively, the OMC Assets) included the following:

| | (i)   | $157,000,000 in cash;                                                                                               
| | ----- | --------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                     
| | (ii)  | the Canadian Malartic Royalty, including the Canadian
      Malartic Mill Fee Royalty;                              
| |       |                                                                                                                     
| | (iii) | the Canadian Exploration Properties Royalty, including a
      2% NSR royalty on the Yukon Properties;              
| |       |                                                                                                                     
| | (iv)  | all legal and beneficial interest of OMC and the
      subsidiaries of OMC in the Osisko Subsidiaries;              
| |       |                                                                                                                     
| | (v)   | the publicly traded equity investments of OMC held at the
      effective time of the Agnico-Yamana Arrangement; and
| |       |                                                                                                                     
| | (vi)  | all right, title and interest to the name Osisko Mining
      Corporation.                                        

Osiskos initial asset base also included a Canadian tax base
of $50 million related to the Canadian Malartic Royalty to be used to shelter
income from federal and Québec income taxes.

The OMC Liabilities are all of the liabilities of OMC and its
affiliates, contingent or otherwise, which pertain to the OMC Assets but
excluding any liability or obligation with respect to taxes for periods prior to
June 16, 2014, the effective date of the Agnico-Yamana Arrangement.

28

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The following organizational chart depicts Osiskos holding of
the Canadian Malartic Royalty, the Canadian Exploration Properties Royalty and
its interest in the Mexican Properties immediately following the Agnico-Yamana
Arrangement.



The Canadian Malartic Royalty Agreement

Pursuant to the amended and restated net smelter return royalty
agreement dated June 16, 2014 between Osisko and Canadian Malartic GP (the
Canadian Malartic Royalty Agreement), Osisko holds in the properties
(CM Properties) subject to the Canadian Malartic Royalty (as defined
herein) a real right in the CM Properties (and the associated ores, minerals and
mineral resources and by-products thereof which may be extracted from the CM
Properties) and Canadian Malartic GP has agreed to pay Osisko a royalty equal to
5% of the net smelter return (as defined in the Canadian Malartic Royalty
Agreement) from production of metals, ores and other materials recovered from
the CM Properties (the Canadian Malartic Royalty). The term of the
Canadian Malartic Royalty Agreement is perpetual.

Prior to the commencement of each fiscal year, Osisko may elect
to receive payment of the Canadian Malartic Royalty for such fiscal year to the
extent relating to gold and silver as an in-kind credit. If Osisko has elected
to receive the in-kind royalty, where precious metals are shipped in the form of
dore, Osiskos account shall be credited with 5% of the refined gold and 5% of
the refined silver credited as soon as practicable and in any event no later
than five (5) business days after the refined gold or refined silver is
credited, subject to further adjustment. Since 2014, Osisko has elected to
receive the Canadian Malartic Royalty in-kind. The Canadian Malartic Royalty is
payable quarterly and all payments pursuant to the Canadian Malartic Royalty to
be paid in cash must be paid in United States dollars.

Osisko has the right to inspect the CM Properties and to
inspect and audit books and records upon 20 days prior notice to Canadian
Malartic GP. Canadian Malartic GP is required to deliver to Osisko an annual
forecast report.

If Canadian Malartic GP intends to abandon any portion of the
CM Properties, Osisko can elect to have such portion conveyed to it, subject to
the satisfaction of certain conditions.

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Canadian Malartic GP is required to pay Osisko a C$0.40 per
tonne milling fee in respect of ore milled at the CM Properties after June 16,
2021 that is not produced from the CM Properties provided no fee is payable in
respect of any tonnes of ore milled in excess of 65,000 tpd.

Osisko may assign all of its rights in the Canadian Malartic
Royalty without the prior consent of Canadian Malartic GP. Canadian Malartic GP
may not assign or otherwise convey the CM Properties unless certain conditions
are satisfied.

A deed of hypothec was entered into hypothecating the CM
Properties in favour of Osisko and securing payment of the Canadian Malartic
Royalty subject to certain terms and conditions. The hypothec is first-ranking
subject to, among other things, security existing at the time of execution of
the Canadian Malartic Royalty Agreement. The Canadian Malartic Royalty Agreement
has been published at the Québec Public Register of Real and Immovable Mining
Rights.

The Canadian Exploration Properties Royalty Agreement

Pursuant to the net smelter return royalty agreement dated June
16, 2014 between Osisko and OMC (the Canadian Exploration Properties Royalty
Agreement), Osisko holds in the properties (the CEP Properties)
subject to the Canadian Exploration Properties Royalty (which include the two
advanced exploration projects, Hammond Reef and Upper Beaver located in Ontario,
Canada) a real right in the CEP Properties (and the associated ores, minerals
and mineral resources and by-products thereof which may be extracted from the
CEP Properties) and OMC has agreed to pay Osisko a royalty equal to 2% of the
NSR (as defined in the Canadian Exploration Properties Royalty Agreement) from
production of metals, ores and other materials recovered from the CEP Properties
(the Canadian Exploration Properties Royalty). The term of the Canadian
Exploration Properties Royalty Agreement is perpetual.

Prior to the commencement of each fiscal year, Osisko may elect
to receive payment of the Canadian Exploration Properties Royalty for such
fiscal year to the extent relating to gold and silver as an in-kind credit. The
Canadian Exploration Properties Royalty is payable quarterly and all payments
pursuant to the Canadian Exploration Properties Royalty to be paid in cash must
be paid in United States dollars. If Osisko has elected to receive the in-kind
royalty, where precious metals are shipped in the form of dore, Osiskos account
shall be credited with 2% of the refined gold and 2% of the refined silver
credited to the owner as soon as practicable and in any event no later than five
(5) business days after the refined gold or refined silver is credited, subject
to further adjustment. No payment or credit in respect of the Canadian
Exploration Properties Royalty may be made to Osisko in respect of products
produced from the Kinross NSR Properties until the royalty payable pursuant to
the Kinross Net Smelter Return Royalty Agreement dated July 31, 2008 between
Brett Resources Inc. (a predecessor of OMC) and Kinross Gold Corporation, has
been paid in full for the relevant time period.

Osisko has the right to inspect the CEP Properties and to
inspect and audit books and records upon 20 days prior notice to OMC. OMC is
required to deliver to Osisko an annual forecast report.

If OMC intends to abandon any portion of the CEP Properties,
Osisko can elect to have such portion conveyed to it, subject to the
satisfaction of certain conditions.

Osisko may assign all of its rights in the Canadian Exploration
Properties Royalty without the prior consent of OMC. OMC may not assign or
otherwise convey the CEP Properties unless certain conditions are satisfied.

Significant Acquisitions

Osisko has not completed any significant acquisition during its
most recently completed financial year and for which disclosure is required
under Part 8 of NI 51-102.

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RISK FACTORS

Risk Factors

An investment in Osisko Shares, as well as in Osiskos
prospects, is speculative due to the risk nature of its business and the present
stage of its development. Shareholders of Osisko may lose their entire
investment. The risks described below are not the only ones facing Osisko.
Additional risks not currently known to Osisko, or that Osisko currently deems
immaterial, may also impair Osiskos operations. If any of the following risks
actually occur, Osiskos business, financial condition and operating results
could be adversely affected.

An investment in Osisko is considered speculative primarily due
to the nature of Osiskos business. There is no assurance that certain of
Osiskos royalty or property interests or other assets will generate earnings,
operate profitably or provide a return on investment in the future.

In evaluating Osisko and its business, the readers should
carefully consider the risk factors which follow. These risk factors may not be
a definitive list of all risk factors associated with an investment in Osisko or
in connection with the business and operations of Osisko.

Commodity Price Risks

Changes in the market price of the commodities
underlying Osiskos interests may affect the profitability of
Osisko and the revenue generated therefrom

The revenue derived by Osisko from its royalty portfolio and
investments might be significantly affected by changes in the market price of
the commodities underlying its royalties and other investments. Osiskos revenue
will be particularly sensitive to changes in the price of gold, as the revenue
from gold represents the majority of the cash flow derived from its royalty
portfolio.

Commodity prices, including those to which Osisko is exposed,
fluctuate on a daily basis and are affected by numerous factors beyond the
control of Osisko, including levels of supply and demand, industrial development
levels, inflation and the level of interest rates, the strength of the U.S.
dollar and geopolitical factors. All commodities, by their nature, are subject
to wide price fluctuations and future material price declines will result in a
decrease in revenue or, in the case of severe declines that cause a suspension
or termination of production by relevant operators, a complete cessation of
revenue from royalties, streams or working interests applicable to one or more
relevant commodities. Moreover, the broader commodity market tends to be
cyclical, and a general downturn in overall commodity prices could result in a
significant decrease in overall revenue. Any such price decline may result in a
material adverse effect on Osiskos profitability, results of operations and
financial condition. Although Osisko believes that the fundamentals of supply
and demand will remain robust in the future and participants in various sectors
will continue to support the gold price despite uncertainties in the global
economy, there is no guarantee that the gold price will not materially decrease.

For the year ended December 31, 2016, Osisko did not utilize
any hedging programs to mitigate the effect of commodity price movement.

Third Party Operator Risks

Osisko has limited access to data regarding the operation
of mines in which it has a royalty or stream interest

As a royalty or stream holder, Osisko does not serve as the
mines operator and has little or no input into how the operations are
conducted. As such, Osisko has varying access to data on the operations or to
the actual properties themselves. This could affect its ability to assess the
value of the royalty or stream interest or enhance the royaltys or streams
performance. It is difficult or impossible for Osisko to ensure that the properties are operated in its best interest. Osiskos
royalty or stream payments may be calculated by the royalty or stream payors in
a manner different from Osiskos projections. Osisko does, however, have rights
of audit with respect to such royalty or stream interests.

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Osisko has little or no control over mining operations in
which it holds a royalty or stream interest

Osisko has few or no contractual rights relating to the
operation or development of mines in which it only holds a royalty or stream
interest. Osisko may not be entitled to any material compensation if these
mining operations do not meet their forecasted gold production targets in any
specified period or if the mines shut down or discontinue their operations on a
temporary or permanent basis. Certain of these properties may not commence
production within the time frames anticipated, if at all, and there can be no
assurance that the production, if any, from such properties will ultimately meet
forecasts or targets. At any time, any of the operators of the mines or their
successors may decide to suspend or discontinue operations. Osisko is subject to
the risks that the mines shut down on a temporary or permanent basis due to
issues including, but not limited to, economic, lack of financial capital,
floods, fire, mechanical malfunctions, social unrest, expropriation, community
relations and other risks. These issues are common in the mining industry and
can occur frequently.

Osisko is dependent on the payment/delivery of royalties
or streams by the owners and operators of certain properties and any delay in or
failure of such royalty or stream payments will affect the revenues generated by
Osiskos asset portfolio

Royalty, stream and other interests in natural resource
properties are largely contractual in nature. Parties to contracts do not always
honour contractual terms and contracts themselves may be subject to
interpretation or technical defects. To the extent grantors of royalty, stream
and other interests do not abide by their contractual obligations, Osisko would
be forced to take legal action to enforce its contractual rights. Such
litigation may be time consuming and costly and there is no guarantee of
success. While any proceedings or actions are pending, or if any decision is
determined adversely to Osisko, such litigation may have a material adverse
effect on Osiskos profitability, results of operations and financial condition.

In addition, Osisko is dependent to a large extent upon the
financial viability and operational effectiveness of owners and operators of the
relevant royalty or stream properties. Payments and/or deliveries from
production generally flow through the operator and there is a risk of delay and
additional expense in receiving such revenues. Payments and/or deliveries may be
delayed by restrictions imposed by lenders, delays in the sale or delivery of
products, the ability or willingness of smelters and refiners to process mine
products, recovery by the operators of expenses incurred in the operation of the
royalty or stream properties, the establishment by the operators of reserves for
such expenses or the insolvency of the operator. Osiskos rights to payment
and/or delivery under the royalties or streams must, in most cases, be enforced
by contract without the protection of a security interest over property that
Osisko could readily liquidate. This inhibits Osiskos ability to collect
outstanding royalties or streams upon a default. In the event of a bankruptcy of
an operator or owner, Osisko may have a limited prospect for full recovery of
revenues. Failure to receive any payments and/or deliveries from the owners and
operators of the relevant properties may result in a material and adverse effect
on Osiskos profitability, results of operation and financial condition.

Risks related to mining operations

Mining operations involve significant risks that even a
combination of careful evaluation, experience and knowledge may not eliminate or
adequately mitigate. Major expenditures are required to develop metallurgical
processes and to construct mining and processing facilities at a particular
site. Whether a mineral deposit will be commercially viable depends on a number
of factors, some of which are: the particular attributes of the deposit, such as
size, grade and proximity to infrastructure; metal prices, which are highly
volatile; and governmental regulations, including those relating to prices,
taxes, royalties, land tenure, land use, allowable production, importing and
exporting of minerals and environmental protection.

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Thus, Osiskos business might be impacted by such risks
inherent to mining operations and is dependent, among other things, on mining
operations conducted by third parties.

Osisko may acquire royalty or stream interests in respect
of properties that are speculative and there can be no guarantee that mineable
deposits will be discovered or developed

Exploration for metals and minerals is a speculative venture
necessarily involving substantial risk. There is no certainty that the
expenditures made by the operator of any given project will result in
discoveries of commercial quantities of minerals on lands where Osisko holds
royalties or streams.

If mineable deposits are discovered, substantial expenditures
are required to establish reserves through drilling, to develop processes to
extract the resources and, in the case of new properties, to develop the
extraction and processing facilities and infrastructure at any site chosen for
extraction. Although substantial benefits may be derived from the discovery of a
major deposit, no assurance can be given that resources will be discovered in
sufficient quantities to justify commercial operations or that the funds
required for development can be obtained on terms acceptable to the operator or
at all. Although, in respect of these properties, Osisko intends to only hold
royalty or stream interests and not be responsible for these expenditures, the
operator may not be in a financial position to obtain the necessary funds to
advance the project.

Operational Risks

The properties on which Osisko holds interests are
subject to exploration and mining risks

Osisko seeks to acquire royalty or stream interests in mineral
properties or equity interests in companies that have exploration properties,
advanced staged development projects or operating mines. Royalties and streams
are non-operating interests in mining projects that provide the right to revenue
or production from the project after deducting specified costs, if any. Mineral
exploration and development involves a high degree of risk and few properties
which are explored are ultimately developed into producing mines. The long-term
profitability of Osiskos operations will be in part directly related to the
cost and ultimate success of the operating mines in which Osisko has a royalty
or stream interest or the companies in which Osisko has equity interests, which
may be affected by a number of factors beyond Osiskos control.

Operating a producing mine involves many risks, which even a
combination of experience, knowledge and careful evaluation may not be able to
overcome. Operations in which Osisko has a direct or indirect interest are and
will be subject to all the hazards and risks normally incidental to exploration,
development and production of mineral resources and mineral reserves, any of
which could result in work stoppages, damage to property, and possible
environmental damage.

Hazards such as unusual or unexpected geological formations and
other conditions such as fire, power outages, flooding, explosions, cave-ins,
landslides and the inability to obtain suitable machinery, equipment or labour
are involved in mineral exploration, development and operation. Operating
companies which operate on properties on which Osisko has a royalty or stream
interest may become subject to liability for pollution, cave-ins or hazards
against which they cannot insure or against which they may elect not to insure.
The payment of such liabilities may have a material, adverse effect on the
financial position of such operating companies, and in turn, may have a material
adverse effect on the financial position of Osisko.

In addition, labour disruptions are a hazard to mineral
exploration, development and operation. There is always a risk that strikes or
other types of conflict with unions or employees may occur at any one of the
properties on which Osisko may hold a royalty or stream interest. Although it is
uncertain whether labour disruptions will be used to advocate labour, political
or social goals in the future, labour disruptions could have a material adverse
effect on the results of operations of the mineral properties in which Osisko
may hold an interest.

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Royalties or streams are based on mine life and in some
instances a drop in metal prices or a change in metallurgy may result in a
project being shut down with a material, adverse effect on that companys
financial position, and in turn, may have a material adverse effect on the
financial position of Osisko.

The properties on which Osisko holds royalty or stream
interests may require permits and licenses

The properties on which Osisko holds royalty or stream
interests, including the mine operations, may require licenses and permits from
various governmental authorities. There can be no assurance that the operator of
any given project will be able to obtain or maintain all necessary licenses and
permits that may be required to carry out exploration, development and mining
operations.

Mineral resource and mineral reserve estimates have
inherent uncertainty

Mineral resource and mineral reserve figures are only
estimates. Such estimates are expressions of judgment based on knowledge, mining
experience, analysis of drilling results and industry practices. While Osisko
believes that the mineral resource and mineral reserve estimates, as applicable,
in respect of properties in which Osisko holds a direct interest or a royalty or
stream interest reflect best estimates performed by or on behalf of the owner of
such properties, the estimating of mineral resources and mineral reserves is a
subjective process and the accuracy of mineral resource and mineral reserve
estimates is a function of the quantity and quality of available data, the
accuracy of statistical computations, and the assumptions used and judgments
made in interpreting available engineering and geological information. There is
significant uncertainty in any mineral resource and mineral reserve estimate and
the actual deposits encountered and the economic viability of a deposit may
differ materially from estimates. Estimated mineral resources and mineral
reserves may have to be re-estimated based on changes in prices of gold or other
minerals, further exploration or development activity or actual production
experience. This could materially and adversely affect estimates of the volume
or grade of mineralization, estimated recovery rates or other important factors
that influence such estimates. In addition, mineral resources are not mineral
reserves and there is no assurance that any mineral resource estimate will
ultimately be reclassified as proven or probable mineral reserves. Mineral
resources which are not mineral reserves do not have demonstrated economic
viability.

If operators reduce their mineral reserves and mineral
resources on properties underlying Osiskos royalties, stream or other
interests, this may result in a material and adverse effect on Osiskos
profitability, results of operations, financial condition and the trading price
of Osisko securities.

Economics of developing mineral
properties

Mineral exploration and development is speculative and involves
a high degree of risk. While the discovery of an ore body may result in
substantial rewards, few properties which are explored are commercially mineable
and ultimately developed into producing mines. There is no assurance that any
exploration properties will be commercially mineable.

Should any mineral resources and mineral reserves exist,
substantial expenditures will be required to confirm mineral reserves which are
sufficient to commercially mine and to obtain the required environmental
approvals and permitting required to commence commercial operations. The
decision as to whether a property contains a commercially viable mineral deposit
and should be brought into production will depend upon the results of
exploration programs and/or feasibility studies, and the recommendations of duly
qualified engineers and/or geologists, all of which involves significant
expense. This decision will involve consideration and evaluation of several
significant factors including, but not limited to: (a) costs of bringing a
property into production, including exploration and development work,
preparation of production feasibility studies and construction of production
facilities; (b) availability and costs of financing; (c) ongoing costs of
production; (d) metal prices; (e) environmental compliance regulations and
restraints (including potential environmental liabilities associated with
historical exploration activities); and (f) political climate and/or
governmental regulation and control. Development projects are also subject to
the successful completion of engineering studies, issuance of necessary
governmental permits, and availability of adequate financing. Development projects have
no operating history upon which to base estimates of future cash flow.

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Factors beyond the control of Osisko

The potential profitability of mineral properties is dependent
upon many factors beyond Osiskos control. For instance, world prices of and
markets for minerals are unpredictable, highly volatile, potentially subject to
governmental fixing, pegging and/or controls and respond to changes in domestic,
international, political, social and economic environments. Another factor is
that rates of recovery of minerals from mined ore (assuming that such mineral
deposits are known to exist) may vary from the rate experienced in tests and a
reduction in the recovery rate will adversely affect profitability and,
possibly, the economic viability of a property. Profitability also depends on
the costs of operations, including costs of labour, equipment, electricity,
environmental compliance or other production inputs. Such costs will fluctuate
in ways Osisko cannot predict and are beyond Osiskos control, and such
fluctuations will impact on profitability and may eliminate profitability
altogether. Additionally, due to worldwide economic uncertainty, the
availability and cost of funds for development and other costs have become
increasingly difficult, if not impossible, to project. These changes and events
may materially affect the financial performance of Osisko.

Influence of third party stakeholders

The lands in which Osisko holds an interest and roads or other
means of access which Osisko utilizes or intends to utilize in carrying out its
work programs or general business mandates, may be subject to interests or
claims by third party individuals, groups or companies. In the event that such
third parties assert any claims, Osiskos work programs may be delayed even if
such claims are not meritorious. Such delays may result in significant financial
loss and loss of opportunity for Osisko.

Foreign operation risk

Substantially all of Osiskos assets in Mexico are held through
local entities. Accordingly, any limitation on the transfer of cash or other
assets between the parent corporation and such entities could restrict Osiskos
ability to fund its operations efficiently. Any such limitations, or the
perception that such limitations may exist now or in the future, could have an
adverse impact on Osiskos valuation and stock price.

Reputational Risks

Osisko is subject to reputational risks

Reputational risk is the risk that an activity undertaken by an
organization or its representatives will impair its image in the community or
lower public confidence in it, resulting in loss of revenue, legal action or
increased regulatory oversight and loss of valuation and share price. Possible
sources of reputational risk could come from, but not limited to, operational
failures, non-compliance with laws and regulations, or leading an unsuccessful
financing. In addition to its risk management policies, controls and procedures,
Osisko has a formal Code of Ethics to help manage and support Osiskos
reputation.

Financial Condition Risks

Osisko is subject to risks related to its financial
condition

Osiskos financial condition has an impact on its risk profile.
A sound financial condition can allow Osisko to compete for accretive investment
opportunities: the better the financial condition, the more it can bid and
compete on quality assets. Osisko only has a recent history of profitability. If
additional funds are required, the source of funds that may be available to
Osisko, in addition to cash flows, is through the issuance of additional equity
capital, borrowings or the sale of assets. There is no assurance that such funding will continue to be available to Osisko. Furthermore,
even if such financing is available, there can be no assurance that it will be
obtained on terms favourable to Osisko or provide Osisko with sufficient funds
to meet its objectives, which may adversely affect Osiskos business and
financial condition. In addition, failure to comply with financial covenants
under Osiskos current or future debt agreements or to make scheduled payments
of the principal of, or to pay interest on its indebtedness, would likely result
in an event of default under the debt agreements and would allow the lenders to
accelerate the debt under these agreements, which may affect the Osiskos
financial condition.

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Additional financing may result in
dilution

Osisko may require additional funds to further its activities.
To obtain such funds, Osisko may issue additional securities including, but not
limited to, the Osisko Shares or some form of convertible security, the effect
of which could result in a substantial dilution of the equity interests of
Osisko Shareholders.

There can be no assurance that Osisko will be able to obtain
adequate financing in the future or that the terms of such financing will be
favourable.

Declaration and payment of dividends

Any decisions to declare and pay dividends on the Osisko Shares
is, subject to the discretion of the Osisko Board, based on, among other things,
Osiskos earnings, financial requirements for Osiskos operations, the
satisfaction of applicable solvency tests for the declaration and payment of
dividends and other conditions existing from time to time. As a result, no
assurance can be given as to the frequency or amount of any such dividend.

Osisko may be a passive foreign investment company, or
PFIC, under applicable U.S. income tax rules, which could result in adverse tax
consequences for United States investors

If Osisko were to constitute a PFIC for any year during a U.S.
holders holding period, a U.S. holder may be subject to increased tax liability
(including the unavailability of capital gains rates and a possible interest
charge) upon the sale or other disposition of its shares or upon the receipt of
certain distributions treated as excess distributions.

The U.S. Treasury
Department has not issued specific guidance on how the income and assets of a
non-U.S. corporation such as Osisko will be treated under the PFIC rules. Based
on Osiskos current and anticipated business activities and financial
expectations, it may be a PFIC for its current tax year and the foreseeable
future, and may have been a PFIC for prior taxable years.

The determination as to whether a corporation is, or will be, a
PFIC for a particular tax year depends, in part, on the application of complex
U.S. federal income tax rules, which are subject to differing interpretations
and uncertainty. In addition, there is limited authority on the application of
the relevant PFIC rules to entities such as Osisko. In addition, whether any
corporation will be a PFIC for any tax year depends on its assets and income
over the course of such tax year, and, as a result, Osiskos PFIC status for its
current tax year and any future tax year cannot be predicted with certainty.
Each U.S. holder should consult its own tax adviser regarding the PFIC status of
Osisko.

Financial Reporting Risks

Osisko is subject to risks related to financial
reporting

In accordance with statutory requirements and sound management
practices, Osisko issues financial statements which present its financial
condition at a given date and its financial performance over a certain period.
The risk of misstatement of financial or restatement of financial statements can
result in significant losses to Osisko: financial losses, as a result of
litigation and fines, losses in market capitalization, reputational losses. Key
misstatements would include (a) fraudulent misappropriation of assets; (b)
fraudulent misrepresentation of performance motivated by personal gain; and (c)
inadequate estimates with an impact on valuation of assets and liabilities.

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Osisko may fail to maintain the adequacy of internal
control over financial reporting as per the requirements of the Sarbanes-Oxley
Act

Section 404 of the Sarbanes-Oxley Act of 2002 (SOX)
requires an annual assessment by management of the effectiveness of Osiskos
internal control over financial reporting and will require an attestation report
by Osiskos external auditor addressing this assessment beginning with the
fiscal year ended December 31, 2017. While Osiskos internal controls over
financial reporting for its last completed financial year were effective, Osisko
may in the future fail to achieve and maintain the adequacy of its internal
control over financial reporting, as such standards are modified, supplemented
or amended from time to time, and Osisko may not be able to ensure that it can
conclude on an ongoing basis that it has effective internal control over
financial reporting in accordance with Section 404 of SOX. Osiskos failure to
satisfy the requirements of section 404 of SOX and achieve and maintain the
adequacy of its internal control over financial reporting could result in the
loss of investor confidence in the reliability of its financial statements,
which in turn could harm Osiskos business and negatively impact the trading
price of securities. In addition, any failure to implement required new or
improved controls, or difficulties encountered in their implementation, could
harm Osiskos operating results or cause it to fail to meet its reporting
obligations. Future acquisitions of companies may provide Osisko with challenges
in implementing the required processes, procedures and controls in its acquired
operations. Acquired companies may not have disclosure controls and procedures
or internal control over financial reporting that are as thorough or effective
as those currently applicable to Osisko.

No evaluation can provide complete assurance that Osiskos
internal control over financial reporting will detect or uncover all failures of
persons within Osisko to disclose material information otherwise required to be
reported. The effectiveness of Osiskos controls and procedures could also be
limited by simple errors or faulty judgments. In addition, should Osisko expand
in the future, the challenges involved in implementing appropriate internal
control over financial reporting will increase and will require that Osisko
continue to improve its internal control over financial reporting. Although
Osisko intends to devote substantial time and incur substantial costs, as
necessary, to ensure compliance, Osisko cannot be certain that it will be
successful in complying with Section 404 on an ongoing basis.

Human Resources Risks

Osisko may experience difficulty attracting and retaining
qualified management to grow its business, which could have a material adverse
effect on Osiskos business and financial condition

Osisko may be dependent on the services of key executives and
other highly skilled personnel focused on advancing its corporate objectives as
well as the identification of new opportunities for growth and funding. The loss
of these persons or its inability to attract and retain additional highly
skilled employees required for its activities may have a material adverse effect
on Osiskos business and financial condition. Osisko implemented a succession
plan in order to mitigate the risk of being dependent on such key management.
From time to time, Osisko may also need to identify and retain additional
skilled management and specialized technical personnel to efficiently operate
its business.

Further, while certain of Osiskos officers and directors have
experience in the exploration, development and operation of mineral properties,
Osisko remains highly dependent upon contractors and third parties in the
performance of their exploration, development and operational activities. There
can be no guarantee that such contractors and third parties will be available to
carry out such activities on behalf of Osisko or be available upon commercially
acceptable terms.

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Currency Risks

Osiskos revenue, earnings, the value of its treasury and
the value it records for its assets are subject to variations in foreign
exchange rates, which may adversely affect the revenue generated by the asset
portfolio or cause adjustments to the recorded value of assets

Osiskos main activities and offices are currently located in
Canada and the costs associated with Osiskos activities are in majority
denominated in Canadian dollar. However, Osiskos revenues from the sale of gold
and silver are in U.S. dollars. Osisko is subject to foreign currency
fluctuations and inflationary pressures, which may have a material and adverse
effect on Osiskos profitability, results of operations and financial condition.
There can be no assurance that the steps taken by management to address
variations in foreign exchange rates will eliminate all adverse effects and
Osisko may suffer losses due to adverse foreign currency rate fluctuations.

Financial Markets Risks

Osisko is subject to risks related to financial
markets

Failure of financial markets can have a significant impact on
the valuation of Osisko and its assets, and increasing financial and takeover
risks.

Fluctuation in market value of Osisko
Shares

The market price of the Osisko Shares is affected by many
variables not directly related to the corporate performance of Osisko, including
the strength of the economy generally, the availability and attractiveness of
alternative investments, and the breadth of the public market for the
securities. The effect of these and other factors on the market price of Osisko
Shares in the future cannot be predicted.

Securities markets have a high level of price and volume
volatility, and the market price of securities of many companies have
experienced wide fluctuations in price which have not necessarily been related
to the operating performance, underlying asset values or prospects of such
companies. Factors unrelated to the financial performance or prospects of Osisko
include macroeconomic developments in North America and globally, and market
perceptions of the attractiveness of particular industries or asset classes.
There can be no assurance that continued fluctuations in mineral prices will not
occur. As a result of any of these factors, the market price of Osiskos
securities at any given time may not accurately reflect the long term value of
Osisko.

Equity Price Risk and Liquidity of
Investments

Osisko is exposed to equity price risk as a result of holding a
portfolio of investments in publicly listed companies. Just as investing in
Osisko is inherent with risks such as those set out in this Annual Information
Form, by investing in these other companies, Osisko is exposed to the risks
associated with owning equity securities and those risks inherent in the
investee companies. Osisko may have difficulty in selling its investments in
exploration and mining companies in the event such sales would be contemplated.

Legal Risks

Osisko is subject to significant governmental regulations

Osiskos activities are subject to extensive federal,
provincial and local laws and regulations governing various matters, including:
environmental protection; management and use of toxic substances and explosives;
management of natural resources; exploration of mineral properties; exports;
price controls; taxation; labour standards and occupational health and safety,
including mine safety; and historic and cultural preservation.

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Failure to comply with applicable laws and regulations may
result in civil or criminal fines or penalties or enforcement actions, including
orders issued by regulatory or judicial authorities enjoining or curtailing
operations or requiring corrective measures, installation of additional
equipment or remedial actions, any of which could result in significant
expenditures. Osisko may also be required to compensate private parties
suffering loss or damage by reason of a breach of such laws, regulations or
permitting requirements. It is also possible that future laws and regulations,
or more stringent enforcement of current laws and regulations by governmental
authorities, could cause additional expense, capital expenditures, restrictions
on or suspensions of Osiskos activities and delays in the exploration of
properties.

Osiskos business is subject to evolving corporate
governance and public disclosure regulations that have increased both Osiskos
compliance costs and the risk of non compliance, which could have an adverse
effect on the price of Osiskos securities

Osisko is subject to changing rules and regulations promulgated
by a number of Canadian and U.S. governmental and self-regulated organizations.
These rules and regulations continue to evolve in scope and complexity and many
new requirements have been created, making compliance more difficult and
uncertain. Osiskos efforts to comply with rules and regulations have resulted
in, and are likely to continue to result in, increased general and
administrative expenses and a diversion of management time and attention from
revenue-generating activities to compliance activities.

Osisko may be subject to liability or sustain loss for
certain risks and hazards against which it does not or cannot economically
insure

Mining is capital intensive and subject to a number of risks
and hazards, including environmental pollution, accidents or spills, industrial
and transportation accidents, labour disputes, changes in the regulatory
environment, natural phenomena (such as inclement weather conditions,
earthquakes and encountering unusual or unexpected geological conditions. Such
risk and hazards might impact Osiskos business. Consequently, many of the
foregoing risks and hazards could result in damage to, or destruction of,
Osiskos mineral properties or future processing facilities, personal injury or
death, environmental damage, delays in or interruption of or cessation of their
exploration or development activities, delay in or inability to receive required
regulatory approvals, or costs, monetary losses and potential legal liability
and adverse governmental action. Osisko may be subject to liability or sustain
loss for certain risks and hazards against which it does not or cannot insure or
against which it may reasonably elect not to insure because of the cost. This
lack of insurance coverage could result in material economic harm to Osisko.

There can be no assurance of title to
property

There may be challenges to title to the mineral properties in
which Osisko holds an interest. If there are title defects with respect to any
such properties, Osisko might be required to compensate other persons or perhaps
reduce its interest in the affected property. Also, in any such case, the
investigation and resolution of title issues would divert managements time from
ongoing programs.

There may be amendments to laws

Amendments to current laws, regulations and permits governing
operations and activities of mining companies, or more stringent implementation
thereof, could have a material adverse impact on Osisko and cause increases in
capital expenditures or production costs or reduction in levels of production at
producing properties or require abandonment or delays in development of new
mining properties.

Disputes may arise over the existence, validity,
enforceability and geographic extent of royalty or stream interests

Royalty and stream interests are subject to title and other
defects and contest by operators of mining projects and holders of mining
rights, and these risks may be difficult to identify. While Osisko seeks to confirm the existence, validity, enforceability and geographic
extent of the royalties and streams it holds, there can be no assurance that
disputes over these and other matters will not arise.

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The properties on which Osisko holds royalty or stream
interests or the companies in which Osisko has an equity interest may be the
subject of litigation

Potential litigation may arise on a property on which Osisko
holds a royalty or stream (for example litigation between joint venture partners
or original property owners) or with respect to a company in which Osisko holds
an equity interest. As a royalty or stream holder or a shareholder, Osisko will
not generally have any influence on the litigation nor will it generally have
access to data.

The registration of royalty or stream interests may not
protect Osiskos interests

The right to record or register royalties or streams in various
registries or mining recorders offices may not necessarily provide any
protection to the royalty or stream holder. Accordingly, the royalty or stream
holder may be subject to risk from third parties.

Environmental risks and hazards

Osisko is subject to environmental regulation in the
jurisdictions in which it operates. These regulations mandate, among other
things, the maintenance of air and water quality standards and land reclamation.
They also set forth limitations on the general, transportation, storage and
disposal of solid and hazardous waste. Environmental legislation is evolving in
a manner which will require stricter standards and enforcement, increased fines
and penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and
their officers, directors and employees. There is no assurance that future
changes in environmental regulation, if any, will not adversely affect Osiskos
operations. Environmental hazards may exist on the properties which are unknown
to Osisko at present and which have been caused by previous or existing owners
or operators of the properties. Reclamation costs are uncertain and planned
expenditures estimated by management may differ from the actual expenditures
required.

Foreign countries and regulatory
requirements

Osisko has investments in properties and projects located in
foreign countries, including the United States of America and Mexico. The
carrying values of these properties and Osiskos ability to advance development
plans or bring the projects to production may be adversely affected by whatever
political instability and legal and economic uncertainty might exist in such
countries. These risks may limit or disrupt Osiskos projects, restrict the
movement of funds or result in the deprivation of contractual rights or the
taking of property by nationalization, expropriation or other means without fair
compensation.

There can be no assurance that industries which are deemed of
national or strategic importance in countries in which Osisko has assets,
including mineral exploration, production and development, will not be
nationalized. The risk exists that further government limitations, restrictions
or requirements, not presently foreseen, will be implemented. Changes in policy
that alter laws regulating the mining industry could have a material adverse
effect on Osisko. There can be no assurance that Osiskos assets in these
countries will not be subject to nationalization, requisition or confiscation,
whether legitimate or not, by an authority or body.

In addition, in the event of a dispute arising from foreign
operations, Osisko may be subject to the exclusive jurisdiction of foreign
courts or may not be successful in subjecting foreign persons to the
jurisdiction of courts in Canada. Osisko also may be hindered or prevented from
enforcing its rights with respect to a governmental instrumentality because of
the doctrine of sovereign immunity. It is not possible for Osisko to accurately
predict such developments or changes in laws or policy or to the extent to which
any such developments or changes may have a material adverse effect on Osiskos
operations.

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Conflict of Interest Risks

Some of Osiskos directors and officers may have
conflicts of interest as a result of their involvement with other natural
resource companies

Some of the persons who are directors and officers of Osisko
are directors or officers of other natural resource or mining-related companies
and these associations may give rise to conflicts of interest from time to time.
As a result of these conflicts of interest, Osisko may miss the opportunity to
participate in certain transactions, which may have a material adverse effect on
Osiskos financial position. The following table lists, as of the date hereof,
certain of the situations which may create conflicts of interest as certain
officers and directors of Osisko are also officers and/or directors of the
following companies in which Osisko holds an equity interest:

Companies
    Officers
    DirectorsBarkerville
    Luc Lessard
    Sean RoosenBowmore Exploration Ltd.
    N/A
    Luc LessardDalradian Resources Inc.
    N/A
    Sean RoosenFalco
    Luc Lessard Vincent Metcalfe
      André Le Bel Frédéric Ruel
    Sean Roosen Bryan CoatesHighland
    N/A
    Luc LessardNighthawk Gold Corp.
    N/A
    Luc LessardOsisko Mining
    N/A
    Sean RoosenJohn BurzynskiStrongbow Exploration Inc.
    N/A
    John BurzynskiTerraX Minerals Inc.
    N/A
    Elif LévesqueUnigold Inc.
    N/A
    Charles Page


Merger and Acquisitions Risks

Any mergers, acquisitions or joint ventures would be
accompanied by risks

Osisko may evaluate from time to time opportunities to merge,
acquire and joint venture assets and businesses. Global landscape has changed
for mergers and acquisitions and there are risks associated to such transactions
due to liabilities and evaluations with the aggressive timelines of closing
transactions from increased competition. There is also a risk that the review
and examination process of a potential investment might be inadequate and cause
material negative outcomes. These acquisitions may be significant in size, may
change the scale of Osiskos business and may expose it to new geographic,
political, operating, financial and geological risks. Osiskos success in its
acquisition activities will depend on its ability to identify suitable
acquisition candidates and partners, acquire or joint venture them on acceptable
terms and integrate their operations successfully with those of Osisko. Any
acquisitions would be accompanied by risks, such as the difficulty of
assimilating the operations and personnel of any acquired companies; the
potential disruption of Osiskos ongoing business; the inability of management
to maximize the financial and strategic position of Osisko through the
successful incorporation of acquired assets and businesses or joint ventures;
additional expenses associated with amortization of acquired intangible assets;
the maintenance of uniform standards, controls, procedures and policies; the
impairment of relationships with employees, customers and contractors as a
result of any integration of new management personnel; dilution of Osiskos
present shareholders or of its interests in its subsidiaries or assets as a
result of the issuance of shares to pay for acquisitions or the decision to
grant earning or other interests to a joint venture partner; and the potential
unknown liabilities associated with acquired assets and businesses. There can be
no assurance that Osisko would be successful in overcoming these risks or any other problems encountered in connection with such
acquisitions or joint ventures. There may be no right for shareholders to
evaluate the merits or risks of any future acquisition or joint venture
undertaken except as required by applicable laws and regulations.

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Mergers and acquisitions contemplated by Osisko may
require third party approvals

Osisko may intend to enter into agreements to acquire royalty
or other interests that require the consent or approval of third parties in
order to complete the contemplated acquisition. There can be no assurance that
such third parties, which may include shareholders of the entity disposing of
the interests, regulatory bodies or entities with an interest in the applicable
property or others, will provide the required approval or consent in a timely
manner, or at all. Failure to complete acquisitions may result in a material
adverse effect on Osiskos profitability, results of operation and financial
condition.

Osisko faces competition and the mining industry is
competitive at all of its stages

Many companies are engaged in the search for and the
acquisition of royalty or other mineral interests, and there is a limited supply
of desirable mineral interests. The mineral exploration business is competitive
in all phases. Many companies are engaged in the acquisition of royalty or other
mining interests, including pension funds, private funds, mining companies,
operators and large, established companies with substantial financial resources,
operational capabilities and long earnings records. Osisko may be at a
competitive disadvantage in acquiring interests in natural resource properties,
whether by way of royalty, stream or other form of investment, as many
competitors have greater financial resources and technical staffs. There can be
no assurance that Osisko will be able to compete successfully against other
companies in acquiring interests in new natural resource properties and royalty
or stream interests. In addition, Osisko may be unable to make acquisitions at
acceptable valuations and on terms it considers to be acceptable. Osiskos
inability to acquire additional royalty interests, stream or other investments
in mineral properties may result in a material and adverse effect on Osiskos
profitability, results of operation and financial condition.

In addition, there is no assurance that a ready market will
exist for the sale of commercial quantities of metals. Factors beyond the
control of Osisko may affect the marketability of any substances discovered.
These factors include market fluctuations, the proximity and capacity of natural
resource markets and processing equipment, government regulations, including
regulations relating to prices, taxes, royalties, land tenure, land use,
importing and exporting of minerals and environmental protection. The exact
effect of these factors cannot be accurately predicted, but the combination of
these factors may result in Osisko not receiving any future royalty or stream
payments or losing value on its equity investments.

Fraud Risks

Osisko is subject to potential fraud and
corruption

Osisko is subject to risks related to potential to gain
benefits from improper transactions (purchasing, gold, payroll) and financial
reporting to hide operational deficiencies or enhance remuneration. Other risks
include the potential for fraud and corruption by suppliers, personnel or
government officials and which may implicate Osisko, compliance with applicable
anti-corruption laws, by virtue of Osisko operating in jurisdictions that may be
vulnerable to the possibility of bribery, collusion, kickbacks, theft, improper
commissions, facilitation payments, conflicts of interest and related party
transactions and Osiskos possible failure to identify, manage and mitigate
instances of fraud, corruption, or violations of its Code of Ethics and
applicable regulatory requirements.

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MATERIAL MINERAL PROJECT - THE CANADIAN MALARTIC
ROYALTY

General

Pursuant to the terms of the Canadian Malartic Royalty
Agreement, Osisko holds the Canadian Malartic Royalty, which royalty was granted
by Canadian Malartic GP to OMC, and subsequently contributed by OMC to Osisko,
all in connection with the Agnico-Yamana Arrangement. See General Development
of Osiskos Business - The Agnico-Yamana Arrangement. For more information
regarding the Canadian Malartic Royalty Agreement, see General Development of
Osiskos Business - The Canadian Malartic Royalty Agreement.

Most Recent Technical Report

The most recent technical report filed by Agnico and Yamana on
the Canadian Malartic Property in accordance with NI 43-101 is entitled
Technical Report on the Mineral Resource and Mineral Reserve Estimates for the
Canadian Malartic Property with an effective date of June 16, 2014 and a
signature date of August 13, 2014 (the Canadian Malartic Report).
Reference should be made to the full text of the Canadian Malartic Report. The
Canadian Malartic Report is not and shall not be deemed to be incorporated by
reference in this Annual Information Form.

Information Contained in this Section

The technical information, tables and figures that follow have
been derived from (a) the Canadian Malartic Report; (b) Yamanas and Agnicos
most recent annual information forms; and (c) various news releases publicly
filed by Agnico and/or Yamana, and which may all be consulted under Agnicos
and/or Yamanas issuer profiles on SEDAR at www.sedar.com.

The technical information contained in this section has been
reviewed and approved by Luc Lessard, Eng., who is a qualified person for the
purpose of NI 43-101. Portions of the following information are based on
assumptions, qualifications and procedures which are not fully described
herein.

Except where otherwise stated, the disclosure in this section
relating to operations on the Canadian Malartic Property is based on information
publicly disclosed by Agnico and/or Yamana and information/data available in the
public domain as at March 21, 2017 (except where stated otherwise), and none of
this information has been independently verified by Osisko. Osisko considers
that Agnico and Yamana have publicly disclosed all scientific and technical
information that is material to Osisko.

As a royalty holder, Osisko has limited, if any, access to
properties included in its asset portfolio. Additionally, Osisko may from time
to time receive operating information which it is not permitted to disclose to
the public. Osisko is dependent on the operators of the properties and their
qualified persons to provide information to Osisko or on publicly available
information to prepare required disclosure pertaining to properties and
operations on the properties on which Osisko holds royalty interests and
generally has limited or no ability to independently verify such information.
Although Osisko does not have any knowledge that such information may not be
accurate, there can be no assurance that such third party information is
complete or accurate. Some information publicly reported by operators may relate
to a larger property than the area covered by Osiskos royalty interest.
Osiskos royalty interests often cover less than 100%, and sometimes only a
portion of, the publicly reported Mineral Reserves, Mineral Resources and
production of the property. Osisko shall not be held liable for any eventual
misrepresentations in any scientific or technical information excerpted from any
technical information publicly filed by Agnico and/or Yamana.

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Project Description, Location and Access

The Canadian Malartic mine is located approximately 25
kilometres west of the City of Val-dOr and 80 kilometres east of City of
Rouyn-Noranda. The mine lies within the town of Malartic. It straddles the
townships of Fournière, Malartic and Surimau.

The Canadian Malartic mine operates under mining leases
obtained from the Ministry of Natural Resources (Québec) and under certificates
of approval granted by the Ministry of Sustainable Development, Environment and
the Fight Against Climate Change (Québec). The Canadian Malartic mine is
comprised of the East Amphi property, the CHL Malartic prospect and the Canadian
Malartic property of OMC. The Canadian Malartic mine consists of a contiguous
block comprising one (1) mining concession, five (5) mining leases and 208
mining claims covering an aggregate area of 8,735.9 hectares. The Canadian
Malartic mine is owned by Canadian Malartic GP. The Canadian Malartic mining
claims give Canadian Malartic GP the right to explore for mineral substances on
the subject land; the mining leases give Canadian Malartic GP the right to mine
mineral substances on the subject land; and the mining concession gives Canadian
Malartic GP the right to mine mineral substances and with surface rights limited
to those necessary for mining activities on the subject land.

Expiration dates for the mining leases on the Canadian Malartic
Property vary between March 23, 2019 and February 17, 2034, and are
automatically renewable for three further ten-year terms upon payment of a small
fee.

The Canadian Malartic mine can be accessed either from Val dOr
in the east or from Rouyn-Noranda in the west via Québec provincial highway No.
117. A paved road running north-south from the town of Malartic towards Mourier
Lake cuts through the central area of the Canadian Malartic mine. The Canadian
Malartic Property is further accessible by a series of logging roads and trails.
The Canadian Malartic mine is also serviced by a rail-line which cuts through
the middle of the town of Malartic. The nearest large airport is located in
Val-dOr, about 25 km east of the Canadian Malartic mine.

A buffer zone 135 metres wide has been developed along the
northern limit of the open pit to mitigate the impacts of mining activities on
the citizens of Malartic. Inside this buffer zone, a landscaped ridge was built
mainly using rock and topsoil produced during pre-stripping work. The height of
this landscaped ridge is 15 metres where the concentration of residents is
higher and five (5) to six (6) metres in less populated areas.

The electrical power for the Canadian Malartic mine is supplied
from the existing Hydro-Québec 120kV Cadillac main substation. A 120 kV
electrical transmission line, approximately 19 kilometres long was built. The
plant water systems consist of the process water system which is supplied
principally from the plant thickener overflows, the fresh water system which is
supplied from an old underground mine dewatering system, the reagent preparation
water system, the gland water distribution system and the reclaim water from
form the Southeast Pond area. The Canadian Malartic mine is also connected to
the Malartic municipal sewage and potable water systems. Fuel storage facilities
have 250,000 litres of storage capacity.

Skilled workers are available from the areas within an
approximate 25 km radius of Malartic, specifically Cadillac to the west and
Val-dOr to the east, where a number of mines are still in operation.

The Canadian Malartic Property is situated in the Abitibi
lowlands and is relatively flat, consisting of plains with a few small hills.
The topography on the property has altitudes ranging from 310 metres above sea
level (masl) to 360 masl. Most of the area is sparsely wooded with
secondary growth black spruce, larch and birch as the dominant species. The
central, east-central and west-central parts of the property are cut by a number
of small streams, generally oriented east-west and connecting bogs or swampy
areas.

Overburden is characteristically a thin layer of till,
typically only a few metres thick, with local surface development of
organic-rich boggy material. Outcropping exposures of rock are rare to
moderate, generally increasing towards the southern portion of the
property and lithologies become harder and more resistant to erosion.

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The Canadian Malartic mine includes open-pit operations, an
administration/warehouse building, a mine office/truck shop building, a process
plant, a tailings management facility and the crushing plant.

Following the joint acquisition of OMC by Agnico and Yamana,
most of the mining titles are subject to a 5% NSR royalty payable to Osisko. The
mining claims comprising the CHL Malartic prospect are subject to 3% NSR
royalties payable to each of Osisko and Abitibi Royalties Inc. In addition, of
the 208 mining claims constituting the Canadian Malartic property on June 16,
2014, 101 where also subject to other net NSR royalties that vary between 1% and
2%, payable under varying circumstances. Osisko holds a 5% NSR royalty on the
Odyssey South zone and a 3% NSR royalty on the Odyssey North zone, which adjoins
the Canadian Malartic mine.

History

Gold was first discovered in the Malartic area in 1923. Gold
production on the Canadian Malartic property began in 1935 and continued
uninterrupted until 1965. Following various ownership changes over the ensuing
years, OMC acquired ownership of the Canadian Malartic property in 2004. Based
on a feasibility study completed in December 2008, OMC completed construction of
a 55,000 tonne per day mill complex, tailings impoundment area, 5 million cubic
metre polishing pond and road network by February 2011 and the mill was
commissioned in March 2011. The Canadian Malartic mine achieved commercial
production on May 19, 2011.

As of December 31, 2010, the Canadian Malartic mine had
received all formal government permits required for its construction and related
activities, with the exception of the authorization for the mill and mine
operations. The official certificate of authorization for the mill and
operations was granted on March 31, 2011, at which point the Canadian Malartic
mine was fully permitted.

Geological Setting, Mineralization and Deposit Types

Geology

The Canadian Malartic property straddles the southern margin of
the eastern portion of the Abitibi Subprovince, an Archean greenstone belt
situated in the southeastern part of the Superior Province of the Canadian
Shield. The Abitibi Subprovince is limited to the north by gneisses and plutons
of the Opatica Subprovince, and to the south by metasediments and intrusive
rocks of the Pontiac Subprovince. The contact between the Pontiac Subprovince
and the rocks of the Abitibi greenstone belt is characterized by a major fault
corridor, the east-west trending Larder LakeCadillac Fault Zone
(LLCFZ). This structure runs from Larder Lake, Ontario through
Rouyn-Noranda, Cadillac, Malartic, Val-dOr and Louvicourt, Québec, at which
point it is truncated by the Grenville Front.

The regional stratigraphy of the southeastern Abitibi area is
divided into groups of alternating volcanic and sedimentary rocks, generally
oriented at N280° - N330° and separated by fault zones. The main
lithostratigraphic divisions in this region are, from south to north, the
Pontiac Group of the Pontiac Subprovince and the Piché, Cadillac, Blake River,
Kewagama and Malartic groups of the Abitibi Subprovince. The various
lithological groups within the Abitibi Subprovince are metamorphosed to
greenschist facies. Metamorphic grade increases toward the southern limit of the
Abitibi belt, where rocks of the Piché Group and the northern part of the
Pontiac Group have been metamorphosed to upper greenschist facies.

The majority of the Canadian Malartic property is underlain by
metasedimentary units of the Pontiac Group, lying immediately south of the
LLCFZ. The north-central portion of the property covers an approximately 9.5
kilometre section of the LLCFZ corridor and is underlain by mafic-ultramafic
metavolcanic rocks of the Piché Group cut by porphyritic and dioritic
intrusions. The Cadillac Group covers the northern part of the property (north of the LLCFZ).
It consists of greywacke containing lenses of conglomerate.

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Surface drilling by Lac Minerals Ltd. in the 1980s defined
several near-surface mineralized zones now included in the Canadian Malartic
deposit (the F, P, A, Wolfe and Gilbert zones), all expressions of a larger,
continuous mineralized system located at depth around the historical underground
workings of the Canadian Malartic and Sladen mines. In addition to these, the
Western Porphyry Zone occurs 1 km northeast of the main Canadian Malartic
deposit and the Gouldie mineralized zone occurs approximately 1.2 km southeast
of the main Canadian Malartic deposit, although the relationship between these
zones and the main deposit is presently unknown.

Mineralization

Mineralization in the Canadian Malartic deposit occurs as a
continuous shell of 1 to 5% disseminated pyrite associated with fine native gold
and traces of chalcopyrite, sphalerite and tellurides. The gold resource is
mostly hosted by altered clastic sediments of the Pontiac Group (70%) overlying
an epizonal dioritic porphyry intrusion. A portion of the deposit also occurs in
the upper portions of the porphyry body (30%).

The South Barnat deposit is located to the north and south of
the old South Barnat and East Malartic mine workings, largely along the southern
edge of the LLCFZ. The disseminated/stockwork gold mineralization at South
Barnat is hosted both in potassic-altered, silicified greywackes of the Pontiac
Group (south of the fault contact) and in potassic-altered porphyry dykes and
schistose, carbonatized and biotitic ultramafic rocks (north of the fault
contact).

Several mineralized zones have been documented within the LLCFZ
(South Barnat, Buckshot, East Malartic, Jeffrey, Odyssey, East Amphi, Fourax),
all of which are generally spatially associated with stockworks and
disseminations within dioritic or felsic porphyritic intrusions.

Deposit Type

Before the acquisition of the property in 2004 by OMC, several
models were proposed by various authors to explain the origin of the gold
deposits in the Malartic camp. Among the proposed models are an epigenetic model
with structural and lithological control, an orthomagmatic-origin
porphyry-related model, a porphyry gold model, and a disseminated-stockwork zone
model centered on felsic porphyry intrusions.

In 2004, OMCs personnel adopted the porphyry gold model as a
tool to drive exploration on the property. More recently, a new model was
proposed to define the deposit type explaining the gold mineralization of the
Canadian Malartic mine. It represents a magmatic-hydrothermal model that calls
for the exsolution of an ore fluid from monzodioritic magma at mid-crustal
levels. During its ascent, this fluid potassically altered, carbonated,
sulphidized and locally silicified the host rocks and deposited gold. The
porphyritic rocks that host some of the mineralization were thus not the source
of the fluids. Rather, their contacts with Pontiac greywacke and Piché mafic and
ultramafic rocks provided the competency contrasts that helped focus the
mineralizing fluids.

Sampling, Analysis and Data Verification

The available data from the QA/QC programs for the Canadian
Malartic databases show overall acceptable results.

The statistics of the Certified Reference Materials (standards)
are considered within industry-accepted limits of accuracy.

The level of contamination appears to be low as the blank
samples do not display evidence of significant contamination.

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The samples sent to an external laboratory do not show any
significant bias as the global average is about the same and the coefficient of
correlation between the two populations is higher than 98%.

For reference standard samples, the control charts produced by
OMC consisted of the assay results for each standard plotted on the y axis
against time on the x axis. Superimposed on this chart are five horizontal
reference lines representing the accepted value for the standard, the accepted
value +2SD and +3SD (standard deviations), and the accepted value -2SD and -3SD.
An analysis of a standard is considered a QA/QC failure if the result comes back
outside of the ±3SD lines. Such charts can also show trends of drift over time
indicating problems with calibration of instruments.

The Canadian Malartic drill hole databases are considered
robust and suitable enough for use in mineral resource estimation studies.

Mineral Processing and Metallurgical Testing

Canadian Malartic ore is composed of four main lithologies
(CPO, SPO, CGR and SGR) spread throughout the deposit in an average ratio of
10%, 20%, 28% and 42%. The deposit was studied (metallurgical testwork) along
three axes: east-west, north-south and depth. The main parameters studied were
hardness and abrasion variability, reagent consumption and gold recovery.

Gold deportment and diagnostic leach tests demonstrated that
the residual gold, after the leach process, is encapsulated mainly in pyrite.
The significant proportion of the gold remaining in the tailings after the leach
process was characterized as very fine. It was demonstrated that gravimetric
processes are inefficient due to the small grain size. The grind of the leach
feed is the most important parameter observed, especially for the gold
encapsulated in sulphide. The finer the grind, the higher the recovery,
especially for the gold in sulphide.

Mining Operations

The Canadian Malartic mine is a large open-pit operation
comprising the Canadian Malartic, Barnat and Gouldie pits. Canadian Malartic GP
continues to work with the Québec Ministry of Transport and the town of Malartic
on the deviation of Québec provincial highway No. 117 to gain access to the
higher grade Barnat deposit. The final layout and the environmental impact study
was completed by the end of January 2015.

Mining at the Canadian Malartic mine is done by open pit method
using excavators and trucks. In order to maximize productivity and limit the
number of units operating in the pit, large scale equipment was selected for the
mine operation. The primary loading tools are hydraulic excavators, with wheel
loaders used as a secondary loading tool. The mine production schedule was
developed to feed the mill at a nominal rate of 55,000 tonnes per day.

The following table sets forth operation statistics of the
Canadian Malartic mine for the years ended December 31, 2016 and December 31,
2015. Figures have been adjusted by Osisko to reflect 100% of the Canadian
Malartic operation.

Twelve Months Ended
      December 31, 2016
    Twelve Months Ended
      December 31, 2015Tonnes of ore milled (thousands of tonnes) (100%)
    19,641
    19,090Tonnes of ore milled per day (100%)
    53,665
    52,300Gold grade (g/t)
    1.04
    1.05Gold production (ounces) (100%)
    585,028
    571,618Production costs per tonne (C$)
    $25
    $23Minesite costs per tonne (C$)
    $25
    $23Production costs per ounce of gold produced (US$ per ounce)
    $628
    $600Total cash costs per ounce of gold produced (US$ per ounce)
    $606
    $596


47

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Production costs per tonne for the full year 2016 increased
when compared to the prior-year period due to unplanned maintenance on the leach
tank, ball mill and crusher components in the process plant and additional
stripping costs. In addition, extra contractors were employed to maximize
stripping activities in the north part of the pit to access higher grades.
Production costs per ounce for the full year 2016 increased when compared to the
prior-year period due to the reasons described above.

Minesite costs per tonne for the full year 2016 increased when
compared to the prior-year period due to higher throughput levels and unplanned
maintenance on the leach tank, ball mill and crusher components in the process
plant. In addition, extra contractors were employed to maximize stripping
activities in the north part of the pit to access higher grades and increased
royalty costs as a result of the higher production levels. Total cash costs per
ounce for the full year 2016 increased when compared to the prior-year period
due to the reasons described above.

Infrastructure, Permitting and Compliance Activities

Surface Facilities

Surface facilities at the Canadian Malartic mine include the
administration/warehouse building, the mine office/truck shop building, the
process plant, a tailings management facility and the crushing plant. The
processing plant has a daily capacity of 55,000 tonnes of ore.

Ore is processed via conventional cyanidation. Ore blasted from
the pit is first crushed by a gyratory crusher followed by secondary crushing
prior to grinding. Ground ore feeds successively into leach and CIP circuits.

A Zadra elution circuit is used to extract the gold from the
loaded carbon. Pregnant solution is processing via electrowining and the
resulting precipitate is smelted into gold/silver dore bars.

Mill tails are thickened and detoxified, reducing cyanide
levels below 20 parts per million. A recent study supported the change-over of
the existing Combinox (sulfur dioxide - hydrogen peroxide) cyanide detoxifying
process into a Caros (sulfuric acide - hydrogen peroxide) acid process.
Detoxified slurry is subsequently pumped to a conventional tailings facility.

Environmental Matters

In 2015, an action plan was developed and implemented by
Canadian Malartic GP to mitigate noise, vibrations, atmospheric emissions and
ancillary issues. Mitigation measures were put in place to improve the process
and avoid any non-conformance. The mines team of on-site environmental experts
continuously monitor regulatory compliance in terms of approvals, permits and
observance of directives and requirements.

The original design of the waste rock pile was developed to
accommodate approximately 326 millions of tonnes of mechanically placed waste
rock requiring a total storage volume of approximately 161 million cubic
metres.

The existing polishing pond, is contained within the current
authorized footprint of the tailings management facility. This pond will be
later used as a cell to store tailings. Before using this pond, Canadian
Malartic GP plans to build a new polishing pond east of dyke A. The existing
polishing pond, converted into a tailings cell, will be the 8th cell
of the tailings management facility with an estimated capacity of 48 millions of
tonnes adding 2.5 years of operation to the tailings management facility
capacity for a total of 148 million tonnes and 7.5 years of operation.
The total capacity of the current tailings management facility is estimated at
198 million tonnes. The expansion of the open-pit, with the production from the
Barnat pit, will increase to 342 million tonnes the total amount of tailings to
manage, requiring an additional 144 millions of tonnes in tailings storage
capacity. Canadian Malartic GP plans to store tailings in an extended tailings
facility and in the Canadian Malartic pit at the end of its operations.
According to the mining plan, at the end of mine life, 50 to 100 million tonnes
of tailings will be deposited in the pit. The rest of the tailings, a minimum of
59 and a maximum of 109 million tonnes, will be deposited in the extended
tailings facility.

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Regulatory approval for the proposed tailings deposition in the
  Canadian Malartic pit and the expansion of the currently authorized tailings
  area are part of the approval process for the Canadian Malartic pit extension
  (Barnat deposit) subject to the environmental impact assessment process of the
Québec Environmental Protection Act.

An annual hydrological site balance is maintained to provide a
yearly estimate of water volumes that must be managed in the different
structures of the water management system of the Canadian Malartic mine during
an average climatic year (in terms of precipitation). Results of this
hydrological balance indicate that excess water from the Southeast Pond will
eventually need to be released into the environment. A water treatment plant is
currently under construction to ensure that in the short and medium term the
water to be released to the environment will meet water quality requirements.
Adding a treatment plant is expected to reduce the risks associated with surface
water management and add flexibility to the system.

Reclamation and closure costs have been estimated for
rehabilitating the tailings facility and waste dump, vegetating the surrounding
area, dismantling the plant and associated infrastructure, and performing
environmental inspection and monitoring for a period of ten years. The
reclamation and closure cost is estimated at C$51.5 million. Financial assurance
has been provided based on the closure plan.

Mineral Resources and Mineral Reserves Estimates

In February 2017, Agnico and Yamana disclosed mineral reserve
and mineral resource estimates reported as at December 31, 2016. See also
Notice to Investors - Technical Information. All numbers published
by Agnico and Yamana in respect of the Canadian Malartic mine reflect their
respective 50% ownership in the mine. However, unless otherwise noted, the
figures presented in this Annual Information Form have been adjusted, where
applicable, to reflect 100% of the Canadian Malartic mine.

The following table sets forth the estimated Mineral Reserves
(as defined in accordance with the Canadian Institute of Mining, Metallurgy and
Petroleum (CIM) - Definition Standards adopted by CIM Council on May
10, 2014 (the CIM Definition Standards) for the Canadian Malartic mine
operated by Canadian Malartic General Partnership, owned by Agnico (50%) and
Yamana (50%), as of December 31, 2016 (figures below have been adjusted by
Osisko to reflect 100% of the Canadian Malartic operation):

Proven and Probable Mineral
      Reserves(1)(2)(3)(4)Category
    Tonnes
      (thousands)
    Grade (grams
      per tonne)
    Au (thousands
      of ounces)Proven
    51,120
    0.95
    1,570Probable
    152,548
    1.13
    5,528Proven + Probable
    203,668
    1.08
    7,096


Notes:

|(1) | The Mineral Reserves have been calculated in accordance
      with the CIM Definition Standards and NI 43-101. The Mineral Reserves
      are classified as Proven and Probable Mineral Reserves, and are based on
      the CIM Definition Standards.                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The Canadian Malartic General Partnership, owned by
      Agnico (50%) and Yamana (50%), which owns and operates the Canadian
      Malartic mine, has estimated the mine's December 2016 Mineral Reserves and
      Mineral Resources using the following assumptions: US$1,200 per ounce
gold, a cut-off grade between 0.33 g/t and 0.37 g/t gold (depending on the
deposit) and an exchange rate of C$1.25 per US$1.00.
|(3) | The numbers in the Tonnes and Contained Metal columns
      are based on Agnicos disclosure of its 50% interest in the Canadian
      Malartic mine, and have been multiplied by a factor of two to reflect 100%
      of the Canadian Malartic mine.                                                                                                                                                                
|(4) | Numbers may not add up due to
rounding.                                                                                                                                                                                                                                                                                                                                                                                   

49

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The following table sets forth the estimated Mineral
Resources (as defined in accordance with the CIM Definition Standards) for the
Canadian Malartic mine operated by Canadian Malartic General Partnership, owned
by Agnico (50%) and Yamana (50%), as of December 31, 2016 (figures below have
been adjusted by Osisko to reflect 100% of the Canadian Malartic operation):

Measured and Indicated Mineral
      Resources(1)(2)(3)(4)(5) (excluding Proven
      and Probable Mineral Reserves)Category
    Tonnes (thousands)
    Grade (grams per
      tonne)Measured
    4,002
    1.34Indicated
    22,242
    1.56Inferred
    9,198
    1.44


Notes:

|(1) | The Mineral Resources have been calculated in accordance
      with the CIM Definition Standards and NI 43-101. The Mineral Resources
      are classified as Measured, Indicated and Inferred Mineral Resources,
      and are based on the CIM Definition Standards.                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mineral Resources are exclusive of Mineral Reserves.
      Mineral Resources are not known with the same degree of certainty as
      Mineral Reserves and do not have demonstrated economic
viability.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | The Canadian Malartic General Partnership, owned by
      Agnico (50%) and Yamana (50%), which owns and operates the Canadian
      Malartic mine, has estimated the mines December 2016 Mineral Reserves and
      Mineral Resources using the following assumptions: US$1,200 per ounce
      gold, a cut-off grade between 0.33 g/t and 0.37 g/t gold (depending on the
      deposit) and an exchange rate of C$1.25 per US$1.00.                                                                                                                                                                                                                            
|(4) | The quantity and grade of reported Inferred Mineral
      Resources have a great amount of uncertainty as to their existence, and
      great uncertainty as to their economic and legal feasibility. It cannot be
      assumed that all or any part of an Inferred Mineral Resource will ever
      be upgraded to a higher category. Under Canadian rules, estimates of
      Inferred Mineral Resources may not form the basis of feasibility or
      pre-feasibility studies, except in rare cases. Investors are cautioned not
      to assume that part or all of an inferred mineral resource exists, or is
      economically or legally mineable.
|(5) | The numbers in the Tonnes column are based on Agnicos
      disclosure of its 50% interest in the Canadian Malartic mine, and have
      been multiplied by a factor of two to reflect 100% of the Canadian
      Malartic mine.                                                                                                                                                                                                                                                                                                                                                                                                                               

Estimated 2017 Capital Expenditures

Budgeted 2017 capital expenditures at the Canadian Malartic
mine are US$135.2 million, excluding capitalized exploration (US$4.6 million).

Update on Canadian Malartic

Since the spring of 2015, Canadian Malartic GP has been working
collaboratively with the community of Malartic and its citizens to develop a
Good Neighbour Guide that addresses impacts caused by the activities at the
Canadian Malartic mine. Implementation of the recommendations in the Good
Neighbour Guide began on September 1, 2016. As of November 30, 2016, which was
the end of the claim period for citizens of Malartic to request compensation for
the period from June 2013 through June 2016, approximately 94% of Malartic
citizens had registered for the program.

On August 2, 2016, Agnico and Yamana indicated that Canadian
Malartic GP was served with a class action lawsuit with respect to allegations
involving the Canadian Malartic mine. Since the spring of 2015, Canadian
Malartic General Partnership has been working collaboratively with the community
of Malartic and its citizens to develop a Good Neighbour Guide that addresses
the allegations contained in the lawsuit and is disappointed by this
development. Agnico and Yamana indicated that Canadian Malartic GP and Agnico and Yamana will take all reasonable steps
necessary to defend themselves from this lawsuit. At the current time, Agnico
and Yamana and Canadian Malartic GP do not believe it is probable that any
amounts will be paid with respect to these lawsuits and the amount and timing
cannot be reasonably estimated. In any case, Osisko does not believe that this
class action would have any impact on the financial results of Osisko as its
royalty is based on production.

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In addition, on August 15, 2016, Agnico and Yamana indicated
  that Canadian Malartic GP received notice of an application for injunction
  relating to the Canadian Malartic mine, which has been filed under the
  Environment Quality Act(Québec). The hearing related to the injunction
  is taking place this March 2017. The request for injunction aims to restrict the
  Canadian Malartic mine's mining operations to sound levels and mining volumes
  below the limits to which it is subject. Agnico and Yamana and Canadian Malartic
  GP have reviewed the injunction request, consider the request without merit and
  indicated that they will take all reasonable steps to defend against this
  injunction. Canadian Malartic GP is currently analyzing the potential impacts of
  the injunction in the event that it was to be granted. While at this time the
  potential impacts cannot be definitively determined, Agnico and Yamana expect
  that if the injunction were to be granted, there would be a negative impact on
  the operations of the Canadian Malartic mine, which could include a reduction in
  production and shift reductions resulting in the loss of jobs. If an injunction
  were granted, it could have a negative financial impact on Osisko as its
  Canadian Malartic NSR royalty is based on production and any reduction in
production would reduce the annual royalty received.

Following the Québec Bureau des Audiences Publiques sur
lEnvironnement (BAPE) public hearings in June and July 2016,
permitting of the Canadian Malartic extension project and Highway 117 deviation
reached an important milestone with the issue of the BAPE report on October 5,
2016. The report concluded that the project is acceptable and provides several
recommendations intended to enhance social acceptability. The next step is for
the Ministre du Développement durable, de lEnvironnement et de la Lutte
contre les changements climatiquesto review the report and present his
decision to Cabinet for approval. No date for the approval has been set, but
Canadian Malartic GP anticipates that this may occur in the first half of 2017.
Osisko expects that the Canadian Malartic extension would provide access to
higher grade ore and would add more than 2.0 million ounces of gold over the
life of the Canadian Malartic mine.

2017-2019 Guidance

Estimated Payable Gold Production (oz)

2017 Forecast
    2018 Forecast
    2019 ForecastCanadian Malartic (100%)
    600,000
    650,000
    640,000


Canadian Malartic Forecast 2017

Ore Milled ('000 tonnes)
    Gold (g/t)
    Gold Mill Recovery
      (%)
    Minesite Costs per
      Tonne(1)18,850
    1.11
    89.3%
    C$24


| | (1) | Minesite costs per tonne is a non-GAAP
  measure.
| | --- | -------------------------------------------------

Guidance for 2017 and 2018 has been slightly increased due to a
change in the life-of-mine plan. The updated plan provides for earlier access to
higher grade zones that are located deeper in the Canadian Malartic pit.

51

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Total cash costs per ounce on a by-product basis of gold
produced ($ per ounce)

2016 Actual
    2017 ForecastCanadian Malartic (100%)
    US$606
    US$578


2017 Global Exploration Program and Budget

Expensed Exploration
    Capitalized
      ExplorationUS$ millions
    000 metres
    US$ millions
    000 metresCanadian Malartic
    $6.4
    46.0
    $4.6
    53.7


MATERIAL MINERAL PROJECT - THE ÉLÉONORE ROYALTY

General

Pursuant to the terms of a royalty agreement dated March 31,
2006 and amended on May 12, 2014, between Goldcorp, Virginia Gold Mines Inc.
(now Les Mines Opinaca Ltée, a wholly-owned subsidiary of Goldcorp) and Virginia
(the Éléonore Royalty Agreement), Osisko holds a perpetual
sliding-scale production royalty calculated on the NSR from all production from
the Éléonore Project (the Éléonore Royalty).

The percentage applicable for gold is (a) set at 2.0% on the
first three million ounces of gold; (b) increases by 0.25% per million ounces
thereafter; (c) is subject to a 10% increase if the spot gold price is above
US$500 per ounce; and (d) will not be higher than 3.5% .

Royalty Percentage Relative to the
      Total Ounces of Gold Produced from the Éléonore ProjectRoyalty Percentage
    Gold Ounces Produced from the
      Éléonore Project2.0%
    On the first three (3) million ounces2.25%
    On the cumulative ounces produced between 3
      million ounces and 4 million ounces+ 0.25%
    For every additional million ounces of gold
      produced above 4 million ouncesRoyalty Percentage Relative to the Price of
      GoldThe applicable Royalty Percentage less 10% of
      applicable Royalty Percentage
    If price of gold less than or equal to US$350
      / ounceThe applicable Royalty Percentage less 5% of
      applicable Royalty Percentage
    If price of gold greater than US$350 / ounce
      but less than or equal to US$400 / ounceThe applicable Royalty Percentage
    If price of gold greater than US$400 / ounce
      but less than or equal to US$450 / ounceThe applicable Royalty Percentage plus 5% 
    of applicable Royalty Percentage
    If price of gold greater than US$450 / ounce
      but less than 
    or equal to US$500 / ounceThe applicable Royalty Percentage plus 10% of
      applicable Royalty Percentage
    If price of gold greater than US$500 / ounce


The aggregate production royalty in respect of all precious
metals other than gold is 2% NSR. The aggregate production royalty in respect of
other minerals is 2% NSR.

52

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Considering that Opinaca has not brought the Éléonore Project
into commercial production within 36 months, Virginia received, in accordance
with the terms of the Éléonore Royalty Agreement, advance royalty payments of
US$100,000 per month, up to US$5,000,000.

All payments pursuant to the Éléonore Royalty Agreement must be
paid in United States dollars. Osisko may elect to receive payment of the
Éléonore Royalty on precious metals as an in-kind credit. For 2015, 2016 and
2017, Osisko has elected to receive the Éléonore Royalty in-kind.

Osisko may not assign all of its rights in the Éléonore Royalty
unless certain conditions are satisfied.

A deed of hypothec was entered into hypothecating the Éléonore
Project (including the land, the buildings that are or will be erected thereon,
and the property that is or will be, by accession or otherwise, incorporated
into, united with, or attached or joined to the immovable) and securing payment
of the Éléonore Royalty, subject to certain terms and conditions.

Most Recent Technical Report

The most recent technical report filed by Goldcorp on the
Éléonore Project in accordance with NI 43-101 is entitled entitled Éléonore
Operations, Québec, Canada, NI 43-101 Technical Report (the Éléonore
Report) dated effective December 31, 2015. The Éléonore Report is not and
shall not be deemed to be incorporated by reference in this Annual Information
Form.

Information Contained in this Section

The technical information, tables and figures that follow have
been derived from (a) the Éléonore Report; (b) Goldcorps most recent annual
information form; and (c) various news releases publicly filed by Goldcorp, and
which may all be consulted under Goldcorps issuer profile on SEDAR at
www.sedar.com.

The technical information contained in this section has been
reviewed and approved by Paul Archer, M.Sc., Eng., who is a qualified person
for the purpose of NI 43-101. Portions of the following information are based on
assumptions, qualifications and procedures which are not fully described
herein.

Except where otherwise stated, the disclosure in this section
relating to operations on the Éléonore Project is based on information publicly
disclosed by Goldcorp and information/data available in the public domain as at
March 21, 2017 (except where stated otherwise), and none of this information has
been independently verified by Osisko. Osisko considers that Goldcorp has
publicly disclosed all scientific and technical information that is material to
Osisko.

As a royalty holder, Osisko has limited, if any, access to
properties included in its asset portfolio. Additionally, Osisko may from time
to time receive operating information which it is not permitted to disclose to
the public. Osisko is dependent on the operators of the properties and their
qualified persons to provide information to Osisko or on publicly available
information to prepare required disclosure pertaining to properties and
operations on the properties on which Osisko holds royalty interests and
generally has limited or no ability to independently verify such information.
Although Osisko does not have any knowledge that such information may not be
accurate, there can be no assurance that such third party information is
complete or accurate. Some information publicly reported by operators may relate
to a larger property than the area covered by Osiskos royalty interest.
Osiskos royalty interests often cover less than 100%, and sometimes only a
portion of, the publicly reported Mineral Reserves, Mineral Resources and
production of the property. Osisko shall not be held liable for any eventual
misrepresentations in any scientific or technical information excerpted from any
technical information publicly filed by Goldcorp.

53

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Project Description and Location

The Éléonore Mine is located in the Lake Ell area, in the
north-eastern part of the Opinaca Reservoir of the James Bay region, in the
Province of Québec, Canada. The Éléonore Mine is located approximately 350
kilometres north of the towns of Matagami and Chibougamau, and 825 kilometres
north of Montréal. A permanent road with two permanent bridges has been
completed, extending from the Sarcelle hydroelectric facility to the Éléonore
Mine. The Sarcelle station can be reached via a 40 kilometre gravel road,
starting at the 396 kilometre marker along the James Bay Highway. All of the
material, supplies, and food for the construction and operational phases are
transported along this access route. Workers are brought on site via a permanent
year-round air strip located approximately 1.5 kilometres north of the camp.

The Éléonore Mine comprises 369 contiguous claims totalling
19,274 hectares. The claims are 100% owned by Les Mines Opinaca Ltée
(Opinaca). Goldcorp purchased a block of four (4) claims totalling 208
hectares located in the central area of the property in 2011 through an
agreement with Wemindji Exploration. The Éléonore Mine hosts the Roberto gold
deposit, which consists of the Roberto, East Roberto, and Zone du Lac lenses.
The Roberto deposit is located under the Opinaca Reservoir. Claims are
map-staked and not surveyed on the ground and are valid for a two-year period
and can be renewed every two years, subject to payment of renewal fees and
minimum exploration work requirements. The 284-hectare mining lease covering the
Roberto deposit was signed by the Minister of Natural Resources of Québec on
February 21, 2014.

The Éléonore Mine is located entirely in Cree territory, or
Eeyou Istchee, on Category III lands belonging to the Québec government and
subject to the James Bay and Northern Québec Agreement. Surface leases were
obtained from the Ministry of Natural Resources for all infrastructures planned
for the Éléonore Mine.

Goldcorp makes an annual payment to the Cree Nation under the
terms of the confidential Opinagow Collaboration Agreement dated February 21,
2011 between Goldcorp, the Cree Nation of Wemindji, the Grand Council of the
Crees (Eeyou Istchee) and the Cree Nation Government.

The Éléonore Mine currently holds all required permits to
operate including environmental permits.

Accessibility, Climate, Local Resources, Infrastructure and
Physiography

Accessibility

The closest towns to the Éléonore Project are Matagami and
Chibougamau which are both located approximately 350 kilometres to the south. A
permanent road with two permanent bridges has been completed, extending from the
Sarcelle hydroelectric facility to the Éléonore Project. The Sarcelle station
can be reached via a 40-kilometre gravel road, starting at the 396 kilometre
marker along the James Bay Highway. All of the material, supplies, and food for
the construction and operational phases will be transported along this access
route. Workers are brought on site via a permanent year-round air strip located
approximately 1.5 kilometres north of the camp.

Climate

The climate of the Éléonore Project area is typical of Northern
Canada and is a temperate to sub-arctic climate. Average summer temperatures
between June and September vary between 10 degrees Celsius and 25 degrees
Celsius during the day, and five degrees Celsius and 15 degrees Celsius at
night. Winters can be cold, with temperatures from -60 degrees Celsius and -10
degrees Celsius. Precipitation varies throughout the year, reaching an average
of two metres annually. Exploration activities are currently conducted
year-round, but can be temporarily halted during spring thaw and fall freeze-up.
Mining activities are expected to be conducted year-round.

54

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Local Resources and Infrastructure

The James Bay region is surrounded by extensive hydroelectric
facilities and associated infrastructure, the closest of which are the Sarcelle
hydroelectric facility located 40 kilometres due west of the Éléonore Project on
the Opinaca Reservoir and the Eastmain Dam located 70 kilometres to the south. A
120 kilovolt overhead incoming transmission line with two 120/25 kilovolt
40/53/66.6 MVA oil step-down transformers supports the mining operation.

Physiography

The physiography of the region is typical of the Canadian
Shield and includes many lakes, swamps and rivers. Outcrop is limited, due to
the presence of swamps and glacial deposits. The area is characterized by a
gently undulating peneplain relief. The elevation of the few hills of this
rolling landscape ranges from 215 metres to 300 metres above sea level. The area
is drained by Lake Ell, which is itself part of the Opinaca Reservoir.
Vegetation is typical of taiga and includes sparse spruce forests separated by
large swampy areas devoid of trees.

History

The first recorded exploration in the Éléonore Mine area was by
Noranda, in 1964. Noranda identified a copper showing located within the Ell
Lake diorite intrusion. In 2001, VGM completed regional reconnaissance grab and
channel sampling around Norandas Ell Lake copper showing; this work identified
a number of new showings. A series of mineralized corridors consisting of
stockworked gold and chalcopyrite-bearing quartz veinlets were outlined within
dioritic to tonalitic intrusions. In addition, a number of mineralized and
partially-rounded erratic blocks, located about 300 metres from the mineralized
corridors, returned significantly elevated copper, gold, and silver values.

From June to August 2004, additional trenching was performed on
the Roberto Zone. VGM commenced core drilling in September 2004 and by November
2005 a total of 247 core holes had been drilled. Drilling completed by VGM
successfully extended the mineralization found at surface to a depth of 800
metres below surface. It also extended the mineralization beyond the Roberto
Peninsula into the James Bay area and on the north shore of Ell Lake as well as
to the south.

Goldcorp reached an agreement to acquire the Éléonore Property
with VGM in November 2005. Goldcorp took control of the Éléonore Property on
March 31, 2006. Since the acquisition, Goldcorp has performed till sampling,
lake- bottom sediment sampling, surface mapping and trenching, additional core
drilling, geological modelling and Mineral Resource estimation.

Geological Setting, Mineralization and Deposit Types

The Roberto deposit is located in Archaean rocks of the
Superior Province of Canada in the transition zone between the Opinaca
Subprovince and the La Grande Subprovince. The contact between the two
subprovinces is not well known and generally corresponds to regional-scale
deformation zones and a sharp change in the metamorphic gradient. In some areas,
the contact is masked by late intrusions of one or the other subprovince.

The Opinaca Subprovince basin is a sedimentary basin dominated
by migmatized paragneisses and diatexites from the Laguiche Complex and intruded
by syn to post-tectonic tonalite, granodiorite, granite and pegmatite intrusions
from the Janin and Boyd instrusive suites. The metamorphic grade increases from
amphibolites facies near the margins to granulite facies toward the center of
the basin. The paragneisses are strongly metamorphosed and folded rocks that
retained few of their original structures.

The S-shaped La Grande Subprovince surrounds the Opinaca
Subprovince on its west and north sides, spanning a distance of 450 kilometres
in the east-west direction and of 250 kilometres in the north-south direction.
The La Grande Subprovince is an assemblage of volcano-plutonic rocks composed of
85% intrusive rocks and 15% volcano-sedimentary units, the latest forming the
volcano-sedimentary units of the La Grande River and Eastmain River green belts.
These assemblages overlay an older tonalitic basement. Metamorphic grade increases from the greenschist
facies to the amphibolites facies toward the contact with the Opinaca
Subprovince. The Éléonore Mine is overlain by rocks of the Eastmain Group of the
La Grande Subprovince. At its base, the Eastmain Group consists of the Bernou
Formation and the Kasak Formation, which are composed of basalts and
intermediate to felsic tuff.

55

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Regional faults are mainly present in the La Grande Subprovince
  and are oriented northsouth, eastwest, and northwestsoutheast. In outcrop,
  the faults can be recognized by either a strong tectonic banding or by the
  presence of intense shear zones with mylonitization. In the Opinaca Subprovince,
faults and shear zones are mainly located along fold limbs.

The Éléonore Mine straddles the contact between the Opinaca and
La Grande Subprovinces. The contact is located in the northeast corner of the
property along a north-westerly trend that is defined by a strong shear zone, a
change in the magnetic grain, and an increase in the metamorphic gradient. The
Éléonore Mine is hosted in Achaean-age rocks of a volcano-sedimentary greenstone
belt developed near the contact between the Opinaca and La Grande Subprovinces
of the Superior Province. Rock units from the Opinaca Subprovince occur in the
north-eastern corner of the Éléonore Mine area. Lithologies are dominated by
granite, granodiorites and heterogeneous assemblages of pegmatites, tonalites
and granites from the Janin Intrusive Suite intermixed with partially migmatized
paragneiss from the Laguiche Complex. The structural grain is oriented in a
north-westerly direction evolving to an eastwest grain toward the east part of
the Éléonore Mine area.

Rock units belonging to the La Grande Subprovince comprise most
of the Project area west of the contact and host the Roberto deposit. The
Roberto deposit is hosted in polydeformed greywacke units in contact with
aluminosilicate-bearing greywacke and thin conglomerate units. The 1.9
kilometres long crescent shape of the deposit is the result of F2 folding. To
date, mineralization has been intersected to a vertical depth of 1,400 metres.
Gold-bearing zones are generally 56 metres in true thicknesses, varying from 2
metres to more than 20 metres locally. All zones are remaining open at depth.

Information from production drilling and underground mapping
has shown that folding in the southern area edge of the main shoot is tighter
than previously interpreted.

The numerous subparallel mineralized zones are characterized by
gold-bearing quartzdravite arsenopyrite veinlets, contained within
quartzmicroclinebiotitedravitearsenopyritepyrrhotite auriferous replacement
zones. Sulphide concentrations within the auriferous zones vary from 2% to 5%,
with the main sulphides being arsenopyrite, pyrrhotite and pyrite. Relationships
between the nearby diorite and pegmatite intrusions and the gold mineralization
event are still unknown.

The knowledge of the deposit setting and lithologies, and of
the mineralization style and its structural and alteration controls, is
sufficient to support Mineral Resource and Mineral Reserve estimation.
Mineralization style and setting of the Project deposit is sufficiently well
understood to support Mineral Resource and Mineral Reserve estimation.

56

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Exploration

Exploration in support of mine development has included
prospecting, gridding, mapping, ground induced polarization and magnetic
surveys, a Hummingbird electromagnetic survey, grab and rock chip sampling, soil
sampling, trench and channel sampling, core drilling, metallurgical test work,
Mineral Resource and Mineral Reserve estimates, baseline environmental,
geotechnical and hydrological studies, and technical studies. The exploration
programs completed to date are appropriate to the style of the deposits and
prospects within the Éléonore Mine. The exploration and research work supports
the interpretations of genesis and mineralization, and the data obtained to date
with exploration is reliable. There is considerable remaining exploration
potential in the vicinity of the current mining operations and the region.

The main focus of the exploration activities has been to
advance the Roberto deposit to a development decision, and therefore the greater
Éléonore Mine operations area outside the area now incorporated in the mining
licence has not been subject to significant exploration work in the last seven
years. However, high- quality exploration targets exist, both near the Roberto
deposit and on other parts of the concession, and these warrant further
investigation.

Drilling

As at June 30, 2016, a total of 934,629 metres has been drilled
in 4,523 core holes on the property since 2004. Of these, a total of 351 holes
(105,635 metres) were completed by VGM and 4,172 holes (834,881 metres) by
Goldcorp.

All core holes were drilled on sections spaced approximately 25
metres apart in most parts of the deposit. Drill hole spacing of 25 metres by 25
metres occurs over the bulk of the orebody to a depth of approximately 1,100
metres below surface. Below 1,100 metres, down to approximately 1,200 metres, a
core hole spacing of 100 metres by 100 metres is usually observed. Only a few
drill holes have been drilled below 1,200 metres. The deeper boreholes
intersected the mineralized horizons at a depth of approximately 1,400 metres
below surface. For definition drilling, drill hole spacing is generally 12.5
metres by 12.5 metres inside the existing 25 metre drill spacing, as permitted
by the mine development schedule.

Standardized logging forms and geological legends were
developed for the project. Geotechnical logs were completed in sequence prior to
geological logging. Geological logging used standard procedures and collected
information on mineralization, lithological breaks, alteration boundaries, and
major structures. All drill core is photographed. Core recovery is acceptable
for all drill programs.

Upon completion of a hole, surface drill hole collars were
surveyed using a differential GPS instrument by a registered surveyor.
Underground drill holes are surveyed using a Leica TS15 robotized station.

Downhole surveys were carried out by the drill contractor for
dip and deviation using a Reflex instrument.

Drill data are typically verified prior to Mineral Resource and
Mineral Reserve estimation by running a software program check.

Sample intervals were determined by the geological
relationships observed in the core and vary between 0.3 metres and 1.25 metres.
An attempt was made to terminate sample intervals at lithological and
mineralization boundaries.

Specific gravity data were collected by Goldcorps workforce.
The specific gravity database contains 11,923 specific gravity results that were
determined on core samples. A specific gravity of 2.77 was used for all veins.
The specific gravity database is currently sufficient to provide a reliable
assessment of the variability of the specific gravity across the deposit and
across the various rock types.

57

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The quantity and quality of the lithological, geotechnical,
collar, and down-hole survey data collected during the exploration and infill
drill programs are sufficient to support Mineral Resource and Mineral Reserve
estimation.

Sampling, Analysis and Data Verification

Exploration and infill core samples were analyzed by
independent laboratories using industry-standard methods for gold analysis. A
number of different laboratories have been used. Since April 2014, exploration
and infill sample preparation and assay are performed by Accurassay Laboratories
Inc. in Rouyn-Noranda, Québec, which is accredited for ISO 17025 and independent
of Goldcorp. Goldcorps in-house laboratory started operation in February 2014
and begin to process muck, chips and definition drilling samples at a rate of
180 samples per day. Overflow and other production samples were sent to ALS
Laboratories (ALS). Between January 2007 and April 2014, ALS in
Val-dOr in Québec was the primary laboratory, and holds ISO 17025 and 9001/2008
certifications and independent of Goldcorp.

Metallurgical testwork has been done at a number of
laboratories, but was primarily performed by SGS Laboratories. Sample
preparation for samples that support Mineral Resource and Mineral Reserve
estimation has followed a similar procedure for all VGM and Goldcorp drill
programs. The preparation procedure is in line with industry-standard methods
for a clastic sediment-hosted stockwork-disseminated gold deposit in an orogenic
setting.

ALS sample preparation comprised drying and crushing to 70 to
90% passing 2 millimetres and pulverizing to 85% passing 75 micrometres. Gold
assays were performed by standard fire assay with an atomic absorption
spectroscopy finish. For assay results equal or above 3.0 g/t gold, samples are
re-assayed with a gravimetric finish. ALS Chemex reports an upper limit of 10
g/t gold and a detection limit of 0.01 g/t gold for atomic absorption
spectroscopy analyses. No other elements were routinely requested for assay.

Sample preparation at the internal laboratory consists of
crushing to 75% <10 mesh and pulverising to 85% passing 200 mesh. Gold assays
are performed by using a 30 g fire assay with a microwave plasmaatomic emission
spectrometry finish. For assay results above 34.0 g/t gold, samples are
re-assayed with a gravimetric finish. The internal laboratory reports an upper
limit of 34 g/t gold and a detection limit of 0.001 g/t gold for microwave
plasmaatomic emission spectrometry analyses.

Accurassay sample preparation procedure consisted of drying and
crushing to 85% <10 mesh, followed by pulverizing to 85% passing <200
mesh. Gold assays are performed by standard fire assay with an atomic absorption
spectroscopy finish. Accurassay reports an upper limit of 10 g/t gold and a
detection limit of 0.01 g/t for atomic absorption spectroscopy analyses. No
other elements are routinely assayed.

The collected sample data adequately reflect deposit
dimensions, true widths of mineralization, and the style of the deposits.

VGM and Goldcorp maintained a QA/QC program for the project.
This comprised the submission of analytical SRMs, duplicates and blanks. QA/QC
submission rates meet industry-accepted standards of insertion rates. No
material sample biases were identified by the QA/QC programs.

The results of the QA/QC programs did not indicate any problems
with the analytical programs. Accordingly, we have concluded that the drill core
gold analyses are acceptably accurate and precise to support Mineral Resource
and Mineral Reserve estimation.

Sample security has relied upon the fact that the samples were
always attended or locked in the logging facility. Chain-of-custody procedures
consisted of filling out sample submittal forms that were sent to the laboratory
with sample shipments to make certain that all samples were received by the
laboratory. Current sample storage procedures and storage areas are consistent
with industry standards.

58

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The quality of the gold analytical data are sufficiently
reliable to support Mineral Resource and Mineral Reserve estimation and that
sample preparation, analysis, and security are generally performed in accordance
with exploration best practices and industry standards.

Mineral Processing and Metallurgical Testing

Extensive metallurgical studies were carried out on samples
taken from the various Éléonore Mine ore zones. Most of the metallurgical
testwork was completed during 20062010 as part of engineering studies.
Additional paste backfill testing was performed in 2013. Further testwork was
conducted in 2015 to investigate the recovery issues experienced during ramp-up.

Assumed life-of-mine gold recovery assumptions are based on
appropriate testwork, and should average between 93 and 93.5% over the
life-of-mine; however during the ramp-up period, Goldcorp has elected to use a
weighted average metallurgical recovery of 92.5% for the Mineral Reserve
Estimate.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the gold Mineral Reserve
estimations for the Éléonore Mine effective June 30, 2016:

Proven and
      Probable Mineral Reserves(1)(2)(3)(4)(5)(6)Category
    Tonnes
      (millions)
    Grade (g/t)
    Au (millions
      of ounces)Proven
    3.09
    6.72
    0.67Probable
    20.35
    5.97
    3.90Proven + Probable
    23.44
    6.07
    4.57


| | (1) | The Mineral Reserves are classified as Proven and
      Probable, and are based on the CIM Definition Standards. Proven Mineral
      Reserves include stockpile material.                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Based on a gold price of US$1,200 per ounce, an economic
      function that includes variable operating costs and metallurgical recovery
      of 92.5%, and a US$ exchange rate of C$1.30.
| | (3) | Global cut-off grade of 3.17 g/t. Total average US$
      operating costs are $104.00 per tonne (mining: $45.80 per tonne;
      processing: $31.20 per tonne; G&A: $27.00 per tonne).      
| | (4) | An overall dilution of 10% is applied to the stopes using
      zero grade outside stope shapes.                                                                                            
| | (5) | Mineral Reserves take into account a 95% mining
      recovery.                                                                                                                             
| | (6) | Numbers may not add up due to
rounding.                                                                                                                                                     

Factors that can affect the Mineral Reserve estimates are:
geological complexity causing under estimation of dilution; low recovery at the
mill because of a possible change in the hardness of the rock or mineralogical
characteristics; more water infiltration from the surface or underground than
expected; in situ stress in the rock; rock burst; deviations in drill holes
necessary to support production may cause more dilution; paste backfill
strength; stope dilution and recovery factors that are based on assumptions that
will be reviewed after mining experience; stope stability is also an important
factor with some stopes having considerable span and thickness; and changes in
commodity price and exchange rate assumptions.

The following table sets forth the gold Mineral Resource
estimations for the Éléonore Mine effective June 30, 2016:

Measured and Indicated Mineral
      Resources(1)(2)(3)(4)(5)(6) (excluding
      Proven and Probable Mineral Reserves)Category
    Tonnes
      (millions)
    Grade (g/t)
    Au (millions
      of ounces)Measured
    3.21
    7.27
    0.75Indicated
    1.92
    2.97
    0.18Measured + Indicated
    5.14
    5.66
    0.93Inferred
    9.73
    7.52
    2.35


| | (1) | The Mineral Resources are classified as Measured,
      Indicated and Inferred, and are based on the CIM Definition
    Standards.                                                                                                                                                                                                                                                                                                                                   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | All Mineral Resources are reported exclusive of those
      Mineral Resources that were converted to Mineral Reserves. Mineral
      Resources are not known with the same degree of certainty as Mineral
      Reserves and do not have demonstrated economic viability.                                                                                                                                                                                            
| | (3) | A minimum true thickness of 2.5 metres was applied for
      all Mineral Resource estimates, using the grade of the adjacent material
      when assayed or a value of zero when not assayed.                                                                                                                                                                                                                                                                        
| | (4) | A top cut varying from 30 g/t and 100 g/t (6.5 g/t for
      the dilution envelope) was applied to assay grades prior to compositing
      grades for interpolation into model blocks using Ordinary Kriging and ID3
      methods, and was based on 2 metre composites within a block model made of
      5 metre long x 5 metre wide x 5 metre high blocks. Average specific
      gravity is 2.77 grams per cubic metre.                                          
| | (5) | Mineral Resources are reported using a 2.72 g/t gold
      cut-off grade, which is based on assumptions of a US$1,400 per ounce gold
      price, long-hole stoping underground mining methods, an exchange rate of
      C$/US$1.30, a life-of- mine metallurgical recovery of 92.5%, and a total
      mining cost of $104.00 per tonne (comprising the following cost: mining:
      $45.80 per tonne; processing: $31.20 per tonne; G&A: $27.00 per
      tonne).
| | (6) | Numbers may not add up due to
rounding.                                                                                                                                                                                                                                                                                                                                                                                                                              

59

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Diamond drilling is underway on the Éléonore Mine to convert
the actual and growing Inferred Mineral Resources to Indicated Mineral Resources
and if the program is proved successful and grade consistent with actual
resource, it is possible that this work could increase the Mineral Reserves.

Key areas of uncertainty that may materially impact the Mineral
Resource estimate include: geological complexity including folding and faulting
of vein material between drill hole intercepts; commodity price assumptions;
metal recovery assumptions; hydrological constraints; and rock mechanics
(geotechnical) constraints.

Mining Operations

Open stope mining (down-hole drilling) and longitudinal retreat
with consolidated backfill (paste backfill mixed with crushed waste rock) is
utilized. A transverse open stope approach is used where the mineralized lenses
are wider than 7 metres.

For mine scheduling purposes, the vertical extent of the
orebody is subdivided into two parts: the upper part of the orebody located
between 65 metres and 650 metres below surface (Upper Mine), and the lower part
of the orebody located between 650 metres and 1,190 metres below surface (Lower
Mine). Dividing the orebody into two parts has accelerated the production
start-up.

Mining started from the 440 metre level and the 650 metre
level. Production will be at the nominal rate of 5,000 tonnes per day with four
mining horizons starting on the 230 metre level, 440 metre level, 650 metre
level and 800 metre level. At this stage, it is expected that all the ore and
waste of horizon 1 (65 metre level to 230 metre level) will be trucked to the
surface; the ore and waste of horizons 2, 3 and 4 (230 metre level to 800 metre
level) is hoisted up the production shaft.

Studies to increase and sustain the production rate will be
conducted as more drilling information becomes available. Based on the current
Mineral Reserves, the planned operation has a 10-year mine life. The mine plan
is under evaluation for including the mining of the zone above 55 metres below
surface (crown pillar recovery project), however economics do not currently
support including this into mineral reserves.

The ramp is currently used as the air exhaust and will continue
to do so when completed. The main ventilation raise is the Gaumond shaft. From
the shaft, the air is distributed into two internal ventilation raises, one
located in the North Zone and one in the South Zone, each of which will bring
fresh air to work places. Currently, ventilation on demand is partly
operational, and once completed it will help to reduce this preliminary
estimation.

60

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The permanent pumping system is designed to be upgradable
depending of the total water infiltration in the mine and also the mine plan.
The system is designed to pump dirty water to the stations above and finally
reach the surface. It consists of two main pumping stations (on the 400 metre
level and 650 metre level).

Stope widths vary between 2.5 metres and 20 metres. Stopes have
a maximum length of 25 metres, and can reach a height of 30 metres. Ground
support consists of various combinations of rebar bolts, friction bolts, cables,
screen and shotcrete depending on the rock quality and particular requirements
of each heading.

Stopes are backfilled with paste fill. Unconsolidated backfill
is used wherever is possible in order to avoid hoisting waste rock to the
surface. The current paste backfill mixture consists of 70% mill tailings, 25%
fine sulphide concentrate, and between 4% to 7% binder. The sulphide tailing
concentration can be up to 25% without having effect on the paste strength.
Crushed waste is typically added to the fill, so the percentage of the mill
tailings decreases.

A fully-mechanized mining equipment fleet is used. Equipment
includes scoop trams, dump trucks, mine service and personnel vehicles, jumbo
drills, bolting platforms, scissor lifts, land cruiser and forklifts.

There is potential to extend the mine life and potentially
sustain the 7,000 tonnes per day throughput rate if some or all of the Inferred
Mineral Resources identified within the life-of-mine production plan can be
upgraded to higher confidence Mineral Resource categories, and eventually
converted to Mineral Reserves. Mineralization remains open at depth, with the
deepest drill hole encountering mineralization at 1,400 metre depth; the current
mine plan extends to 1,190 metre depth.

As part of day-to-day operations, Goldcorp continues to
undertake reviews of the mine plan and consideration of alternatives to and
variations within the plan. Alternative scenarios and reviews may be based on
ongoing or future mining considerations, evaluation of different potential input
factors and assumptions, and corporate directives.

Processing and Recovery Operations

The mill is designed to operate at 7,000 tonnes per day (2.55
million tonnes (Mt) per year) for 365 days per year. The comminution
circuit consists of three stages of crushing followed by a single stage of ball
mill grinding. The primary crusher (jaw crusher), the secondary crusher
(standard cone crusher) and the tertiary crushers are located at surface. Two
short head cone crushers are needed to handle a 7,000 tonnes per day throughput.
The fine-crushed ore is ground using a single-stage ball mill connected in a
closed circuit with cyclones.

A portion of the cyclones underflow is being directed to a
gravity concentration circuit consisting of a Knelson concentrator and an Acacia
Reactor to recover liberated native gold.

Cyclone overflow (grinding circuit product) is directed to the
flotation cells to separate the sulphides into a low-mass sulphur concentrate. A
thickener controls the density of the flotation tail slurry. Flotation tails are
leached with cyanide for 36 hours while going through five leach tanks.
Flotation concentrate is thickened and reground so that 80% (P80) is smaller
than 10 micrometres using a fine grinding mill; then it is pre- aerated with
oxygen for 18 hours prior to being leached with cyanide for 48 hours in five
additional leach tanks. The gold in solution is recovered in carousel CIP
circuits (one for each leach circuit).

The carbon from each CIP circuit is stripped as required in a
Zadra process, and the gold recovered from that final stage of the mineral
processing circuit is poured into gold bars at regular intervals. The carbon is
regenerated and returned to the CIP circuits for reuse.

The tails from each leaching circuit are detoxified in a
conventional cyanide destruction circuit (SO2/Air), and then filtered. Finally, tailings can be added to the paste
backfill. Non-sulphides tailings are stored in a covered shed before being
transported by hauling truck to the tailings management facility.

61

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The tailings facilities are completely lined, and all water
  touching the tailings is collected and treated. The exposed surface of the
  tailings is kept to a minimum, made possible by the choice of filtered tailings
  that allows for progressive reclamation. The tailings design envisages a storage
capacity of 26 Mt.

Infrastructure, Permitting and Compliance Activities

The James Bay region is surrounded by extensive hydroelectric
facilities and associated infrastructure, the closest of which are the Sarcelle
hydroelectric facility located 40 kilometres due west of the Éléonore Mine on
the Opinaca Reservoir and the Eastmain Dam located 70 kilometres to the south. A
120 kilovolt overhead incoming transmission line with two 120/25 kilovolt
40/53/66.6 MVA oil step-down transformers supports the mining operation.

For the Éléonore Mine operations, the major issues identified
include the potential impacts on the environment, the proper management of
tailings and waste water, access (roads, airports), social acceptability and
management of the post-reclamation site. Goldcorp is of the opinion that these
issues have been addressed and mitigated through a combination of baseline data
collection, appropriate engineering and project design studies, and public
consultation. The Éléonore Mine operations currently hold all required permits
to operate, including environmental permits.

The Éléonore Mine operations are located on traditional family
territories of the Cree Nation of Wemindji, and within the Municipality of
EeyouIstheeJames Bay. The Opinagow Collaboration Agreement was signed in
February 2011.

Capital and Operating Costs

Capital and operating cost estimates were prepared by
Goldcorps workforce. Capital cost estimates are based on a combination of the
latest mine construction data and budgetary numbers/quotes provided by
suppliers, and experience with similar-sized operations. The total life-of-mine
capital estimate is US$610 million, comprising US$522 million of sustaining
capital and US$88 million of expansionary capital.

Area
    Life-of-Mine
      (US$ million)Sustaining
    522Expansionary
    88Total
    610


Operating cost estimates are based on the 2016 LOM budget,
which includes estimates from first principles for major items and allowances or
estimates for minor costs. An average overall unit cost of US$104.00 per tonne
was estimated, comprising US$31.20 per tonne for processing, including backfill
and tailings treatment and transportation, US$45.80 per tonne for mining, and
US$27.00 per tonne for G&A. Exploration expenditures are not included in the
operating costs.

Area
    Life-of-Mine
      (US$ per tonne)Process Plant
    31.20Mining Operations
    45.80G&A
    27.00Total
    104.00


62

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**Exploration, Development and Production**

The Gaumond exploration shaft had a nominal 4,000 tonnes per
day ore-hoisting capacity, and a maximum hoisting capacity of 7,000 tonnes per
day (20 hours per day). Goldcorp has completed a second shaft at Éléonore, which
has a nominal 8,500 tonnes per day hoisting capacity (17 hours per day) and has
been operational since 2016. The objective is to transfer all of the ore
handling systems to the production shaft once ore is produced from the lower
mine. The production shaft is the primary ore and waste handling system.

The current plant is designed for an average throughput of
5,556 tonnes per day in 2017 with a ramp-up period continuing to reach full
production capacity, which is commensurate with the current Mineral Reserves.

Exploration drilling in 2017 will continue to target structures
in the lower mine and the southern portion of the ore body to convert Mineral
Resources to Mineral Reserves.

2017 Outlook

At the Éléonore Mine, Goldcorps gold production guidance for
2017 is expected to be 315,000 ounces (+/- 5%). The increase compared to 2016 is
due to the continued ramp up of the mine. The production ramp-up to full
capacity is expected to continue into 2018 with the anticipated addition of a
fifth production horizon. A life of mine study is underway to determine the
sustainable mining rate from the Roberto deposit.

DIVIDENDS

Dividend Program and Dividend Payments

On November 17, 2014, Osisko announced the initiation of a
quarterly dividend program. Since the initiation of the program, Osisko declared
dividends for the following quarters:

|                           |  |           |  |  |                         |  |  |                  |  |  |            |  |  | Dividend     | 
|-------------------------- |  | --------- |  |  | ----------------------- |  |  | ---------------- |  |  | ---------- |  |  | ------------ | 
|                           |  | Dividend  |  |  |                         |  |  |                  |  |  | Dividend   |  |  | Reinvestment | 
|Declaration date           |  | per share |  |  | Record date             |  |  | Payment date     |  |  | payable    |  |  | Plan(ii)     | 
|                           |  | **$**     |  |  |                         |  |  |                  |  |  | **$**      |  |  |              | 
|                           |  |           |  |  |                         |  |  |                  |  |  |            |  |  |              | 
|November 16,
      2014(i) |  | 0.03      |  |  | December 31,
      2014 |  |  | January 15, 2015 |  |  | 1,551,000  |  |  | -            | 
|                           |  | 0.03      |  |  |                         |  |  |                  |  |  | 1,551,000  |  |  | -            | 
|                           |  |           |  |  |                         |  |  |                  |  |  |            |  |  |              | 
|February 19, 2015(i)       |  | 0.03      |  |  | March 31, 2015          |  |  | April 15, 2015   |  |  | 2,782,000  |  |  | -            | 
|May 14, 2015               |  | 0.03      |  |  | June 30, 2015           |  |  | July 15, 2015    |  |  | 2,834,000  |  |  | -            | 
|August 5, 2015             |  | 0.03      |  |  | September 30, 2015      |  |  | October 15, 2015 |  |  | 2,830,000  |  |  | 5,430,858    | 
|November 4, 2015           |  | 0.04      |  |  | December 31,
      2015 |  |  | January 15, 2016 |  |  | 3,783,000  |  |  | 7,712,746    | 
|                           |  | 0.13      |  |  |                         |  |  |                  |  |  | 12,229,000 |  |  |              | 
|                           |  |           |  |  |                         |  |  |                  |  |  |            |  |  |              | 
|February 16, 2016          |  | 0.04      |  |  | March 31, 2016          |  |  | April 15, 2016   |  |  | 4,248,000  |  |  | 7,144,004    | 
|May 4, 2016                |  | 0.04      |  |  | June 30, 2016           |  |  | July 15, 2016    |  |  | 4,259,000  |  |  | 11,594,125   | 
|August 4, 2016             |  | 0.04      |  |  | September 30, 2016      |  |  | October 14, 2016 |  |  | 4,264,000  |  |  | 4,460,148    | 
|November 9, 2016           |  | 0.04      |  |  | December 31,
      2016 |  |  | January 16, 2017 |  |  | 4,266,000  |  |  | 4,591,999    | 
|                           |  | 0.16      |  |  |                         |  |  |                  |  |  | 17,037,000 |  |  |              | 
|                           |  |           |  |  |                         |  |  |                  |  |  |            |  |  |              | 
|March 15, 2017             |  | 0.04      |  |  | March 31, 2017          |  |  | April 17, 2017   |  |  | tbd(iii)   |  |  | tbd(iii)     | 
|                           |  |           |  |  |                         |  |  |                  |  |  |            |  |  |              | 
|                           |  | 0.04      |  |  |                         |  |  |                  |  |  |            |  |  |              | 

| | (i)   | The 1.2 million common shares that were held in escrow
      prior to June 30, 2015 were not eligible to the dividend.                                                                       
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Number of common shares held by shareholders
      participating to the Dividend Reinvestment Plan described
  below.                                                                        
| | (iii) | To be determined (tbd) on March 31, 2017 based
      on the number of shares outstanding and the number of shares participating
      in the Dividend Reinvestment Plan on the record
date.

63

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On September 21, 2015, Osisko announced the implementation of
the Dividend Reinvestment Plan.

Osisko Shareholders who are residents of Canada may elect to
participate in the Dividend Reinvestment Plan. Participation in the Dividend
Reinvestment Plan is optional and does not affect shareholders cash dividends
unless they elect to participate in the Dividend Reinvestment Plan.

The following is a summary of the key attributes of the
Dividend Reinvestment Plan. A complete copy of the Dividend Reinvestment Plan is
available on Osiskos website.

The Dividend Reinvestment Plan allows Canadian Osisko
Shareholders to reinvest their cash dividends into additional Osisko Shares
either purchased on the open market through the facilities of the TSX, or issued
directly from treasury by Osisko, or acquired by a combination thereof. In the
case of a treasury issuance, the price will be the weighted average price of the
Osisko Shares on the TSX during the five (5) trading days immediately preceding
the dividend payment date, less a discount, if any, of up to 5%, at Osiskos
sole election. No commissions, service charges or brokerage fees are payable by
Osisko Shareholders who elect to participate in the Dividend Reinvestment
Plan.

Participation in the Dividend Reinvestment Plan does not
relieve shareholders of any liability for taxes that may be payable in respect
of dividends that are reinvested in Osisko Shares under the Dividend
Reinvestment Plan. Osisko Shareholders should consult their tax advisors
concerning the tax implications of their participation in the Dividend
Reinvestment Plan having regard to their particular circumstances.

As at December 31, 2016, the holders of 4,591,999 Osisko Shares
had elected to participate in the Dividend Reinvestment Plan, representing
dividends payable of $184,000.

For the year 2016, the number of Osisko Shares issued under the
Dividend Reinvestment Plan, at a discount rate of 3%, amounted to 83,533.

DESCRIPTION OF CAPITAL STRUCTURE

Osisko Shares

Osisko is authorized to issue an unlimited number of Osisko
Shares without nominal or par value.

Subject to the rights and restrictions attaching to the Osisko
Preferred Shares issuable in series and to the terms of the Osisko shareholder
rights plan dated April 30, 2014, the rights, privileges, conditions and
restrictions attaching to the Osisko Shares, as a class, are equal in all
respects and include the following rights.

Dividends

Subject to the rights and restrictions attaching to any series
of Osisko Preferred Shares, the holders of the Osisko Shares shall have the
right to receive, if, as and when declared by the Osisko Board, any dividend on
such dates and for such amounts as the Osisko Board may from time to time
determine.

Participation in case of Dissolution or Liquidation

Subject to the rights and restrictions attaching to any series
of Osisko Preferred Shares, the holders of the Osisko Shares shall have the
right, upon the liquidation, dissolution or winding-up of Osisko, to receive the
remaining property of Osisko.

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Right to Vote

The holders of the Osisko Shares shall have the right to one
(1) vote at any meeting of the shareholders of Osisko, except meetings at which
only holders of any series of Osisko Preferred Shares are entitled to vote.

As at March 21, 2017, 106,555,805 Osisko Shares were issued and
outstanding.

Osisko Preferred Shares

The rights and restrictions attached to the preferred shares of
Osisko issuable in series (the Osisko Preferred Shares) are as
follows.

Issuance in Series

The Osisko Preferred Shares may be issued in one or more series
and subject as hereinafter provided and subject to the provisions of the QBCA,
the Osisko Board shall determine, by resolution, before the issue of each
series, the designation, rights and restrictions to be attached thereto,
including, but without in any way limiting or restricting the generality of the
foregoing: (a) the right, as the case may be, to receive dividends, the form of
payment of dividends, the rate or amount or method of calculation of dividends,
whether cumulative or non-cumulative, the date or dates and places of payment
and the date or dates from which such dividends shall accrue or become payable;
(b) the rights and/or obligations, if any, of Osisko or of the holders thereof
with respect to the purchase or redemption of the Osisko Preferred Shares and
the consideration for and the terms and conditions of any such purchase or
redemption; (c) the conversion or exchange rights, if any, and the conditions
attaching thereto; (d) the restrictions, if any, as to the payment of dividends
on shares of Osisko ranking junior to the Osisko Preferred Shares; and (e) any
other provisions deemed expedient by the directors, the whole subject to the
issuance of a Certificate of Amendment setting forth the number and the
designation, as well as the rights and restrictions to be attached to the Osisko
Preferred Shares of such series.

Dividends

The Osisko Preferred Shares shall, with respect to the payment
of dividends, be entitled to preference over any other class of shares of Osisko
ranking junior to the Osisko Preferred Shares, and no dividends shall at any
time be declared or paid or set apart for payment on any other shares of Osisko
ranking junior to the Osisko Preferred Shares, nor shall Osisko call for
redemption or purchase for cancellation any of the Osisko Preferred Shares
unless at the date of such declaration, payment, setting apart for payment or
call for redemption or purchase, as the case may be, all cumulative dividends up
to and including the dividend payment for the last completed period for which
such cumulative dividends shall be payable shall have been declared and paid or
set apart for payment in respect of each series of cumulative Osisko Preferred
Shares then issued and outstanding and the non-cumulative dividend payment for
the then current fiscal year and any declared and unpaid non-cumulative
dividends shall have been paid or set apart for payment in respect of each
series of non-cumulative Osisko Preferred Shares then issued and outstanding.

Liquidation or Dissolution

In the event of the liquidation, dissolution or winding-up of
Osisko or other distribution of assets of Osisko among shareholders for the
purpose of winding-up its affairs, the holders of the Osisko Preferred Shares
shall be entitled to receive, before any amount shall be paid to, or any
property or assets of Osisko distributed among the holders of the Osisko Shares
or of shares of any other class of shares of Osisko ranking junior to the Osisko
Preferred Shares, and to the extent provided for with respect to each series,
the amount of the consideration received by Osisko for such Osisko Preferred
Shares, such premiums, if any, as has been provided for with respect to such
series together with, in the case of cumulative Osisko Preferred Shares, all
unpaid accrued dividends (which for such purpose shall be calculated as if such
cumulative dividends were accruing from day to day for the
period from the latest of the following dates, namely (a) the date fixed by the
Osisko Board at the time of allotment and issue of such shares or if such date
is not fixed, the date of their allotment and issue, or (b) the date of
expiration of the last period for which cumulative dividends have been paid, up
to and including the date of distribution) and, in the case of non-cumulative
Osisko Preferred Shares, all declared and unpaid dividends. After payment to the
holders of the Osisko Preferred Shares of the amounts so payable to them, they
shall not be entitled to share in any further distribution of the property or
assets of Osisko.

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Equal Rank of All Series

The Osisko Preferred Shares of each series shall rank pari
passu with the Osisko Preferred Shares of every other series with respect to
the payment of dividends, as the case may be, and the distribution of assets in
the event of the liquidation, dissolution or winding-up of Osisko, whether
voluntary or involuntary, provided, however, that in the event of there being
insufficient assets to satisfy in full the repayment of all moneys owing to the
holders of Osisko Preferred Shares, such assets shall be applied rateably to the
repayment of the amount paid up on such Osisko Preferred Shares and, then, to
the payment of all unpaid accrued cumulative dividends, whether declared or not,
and all declared and unpaid non-cumulative dividends.

Voting Rights

Subject to the provisions of the QBCA and, except as otherwise
expressly provided herein, the holders of any series of the Osisko Preferred
Shares shall not, as such, have any voting rights for the election of directors
or for any other purpose nor shall they be entitled to receive notice of or to
attend shareholders meetings.

Amendments

As long as any of the Osisko Preferred Shares are outstanding,
Osisko may not, except with the approval of the holders of the Osisko Preferred
Shares hereinafter specified and after having complied with the relevant
provisions of the QBCA, create any other shares ranking in priority to or
pari passu with the Osisko Preferred Shares, voluntarily liquidate or
dissolve Osisko or effect any reduction of capital involving a distribution of
assets on other shares of its share capital or repeal, amend or otherwise alter
any of the provisions hereof relating to the Osisko Preferred Shares as a class.

Any approval of the holders of the Osisko Preferred Shares as
aforesaid shall be deemed to have been sufficiently given if contained in a
resolution adopted by a majority of not less than 2/3 of the votes cast by the
shareholders who voted in respect of that resolution at a meeting of the holders
of the Osisko Preferred Shares duly called and held for that purpose, at which
meeting such holders shall have one vote for each Osisko Preferred Share held by
them respectively, or in an instrument signed by all the holders of the then
outstanding Osisko Preferred Shares.

If an amendment as hereinabove provided especially affects the
rights of the holders of Osisko Preferred Shares of any series in a manner or to
an extent different from that in or to which the rights of the holders of Osisko
Preferred Shares of any other series are affected, then such amendment shall, in
addition to being approved by the holders of the Osisko Preferred Shares voting
separately as a class, be approved by the holders of the Osisko Preferred Shares
of such series, voting separately as a series, and the provisions of this
paragraph shall apply, mutatis mutandis, with respect to the giving of
such approval.

As of March 29, 2016, no Osisko Preferred Shares were issued
and outstanding.

Warrants

In connection with the $200 million bought deal private
placement announced on January 21, 2015, Osisko issued, on March 5, 2015,
5,480,000 warrants entitling the holder thereof to purchase one (1) Osisko Share at a price of $36.50 per Osisko Share, until March
5, 2022. These warrants were listed on the TSX under the symbol OR.WT.

66

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In connection with the $173 million bought deal public offering
  by way of a short form prospectus which closed on February 26, 2016, Osisko
  issued 6,450,000 warrants entitling the holder thereof to purchase one (1)
  Osisko Share at a price of $19.08 per Osisko Share, until expiry of the warrants
  on February 26, 2019. These warrants were listed on the TSX under the symbol
OR.WT.A.

Coulon Exchange Rights

Pursuant to the Coulon Exchange Rights Agreement, as amended on
February 17, 2015, Coulon shareholders are, upon exercise of their Coulon
Exchange Rights in accordance with the terms and conditions thereof, entitled to
receive from Osisko such number of Osisko Shares calculated in accordance with a
formula set out in the Virginia Plan of Arrangement.

On February 17, 2015, in connection with the closing of the
Virginia Arrangement, up to 7,611,937 Osisko Shares issuable upon the exercise
of the Coulon Exchange Rights were reserved for issuance.

MARKET FOR SECURITIES

Trading Price and Volume

Osisko Shares

The Osisko Shares are currently listed on the TSX and on the
NYSE under the symbol OR.

The following table sets forth the price range and trading
volume for the Osisko Shares on the TSX and the NYSE, for the most recent
completed financial year and for the first part of 2017.

|          |  |       |  |  | TSX   |  |  |            |  |  |       |  |  | **NYSE(1)** |  |  |            | 
|--------- |  | ----- |  |  | ----- |  |  | ---------- |  |  | ----- |  |  | ----------- |  |  | ---------- | 
|          |  | High  |  |  | Low   |  |  | Volume     |  |  | High  |  |  | Low         |  |  | Volume     | 
|          |  | (C$)  |  |  | (C$)  |  |  | (#)        |  |  | (US$) |  |  | ($US)       |  |  | (#)        | 
|2016      |  |       |  |  |       |  |  |            |  |  |       |  |  |             |  |  |            | 
|January   |  | 14.83 |  |  | 12.78 |  |  | 5,124,544  |  |  | -     |  |  | -           |  |  | -          | 
|February  |  | 16.15 |  |  | 13.37 |  |  | 11,909,075 |  |  | -     |  |  | -           |  |  | -          | 
|March     |  | 15.20 |  |  | 12.58 |  |  | 16,414,313 |  |  | -     |  |  | -           |  |  | -          | 
|April     |  | 16.90 |  |  | 13.27 |  |  | 9,973,603  |  |  | -     |  |  | -           |  |  | -          | 
|May       |  | 17.22 |  |  | 14.71 |  |  | 9,428,049  |  |  | -     |  |  | -           |  |  | -          | 
|June      |  | 17.65 |  |  | 15.20 |  |  | 11,292,972 |  |  | -     |  |  | -           |  |  | -          | 
|July      |  | 17.90 |  |  | 15.85 |  |  | 7,646,794  |  |  | 13.80 |  |  | 11.98       |  |  | 1,535,182  | 
|August    |  | 18.64 |  |  | 14.51 |  |  | 7,699,966  |  |  | 14.74 |  |  | 11.05       |  |  | 3,386,790  | 
|September |  | 16.43 |  |  | 14.25 |  |  | 13,284,491 |  |  | 12.80 |  |  | 10.82       |  |  | 1,965,274  | 
|October   |  | 14.40 |  |  | 12.34 |  |  | 9,450,834  |  |  | 10.98 |  |  | 9.38        |  |  | 1,812,720  | 
|November  |  | 14.89 |  |  | 12.37 |  |  | 10,359,517 |  |  | 11.13 |  |  | 9.10        |  |  | 2,426,814  | 
|December  |  | 13.79 |  |  | 11.90 |  |  | 15,830,467 |  |  | 10.35 |  |  | 8.88        |  |  | 8,368,039  | 
|2017      |  |       |  |  |       |  |  |            |  |  |       |  |  |             |  |  |            | 
|January   |  | 14.46 |  |  | 12.97 |  |  | 10,921,647 |  |  | 11.07 |  |  | 9.64        |  |  | 4,727,049  | 
|February  |  | 15.90 |  |  | 14.12 |  |  | 10,137,946 |  |  | 12.07 |  |  | 10.76       |  |  | 5,386,379  | 
|March(2)  |  | 15.46 |  |  | 13.81 |  |  | 13,807,002 |  |  | 11.64 |  |  | 10.32       |  |  | 10,160,348 | 

| | (1) | Osisko Shares started trading on the NYSE on July 6,
      2016.
| | --- | ----------------------------------------------------------------
| | (2) | Up to and including March 21,
2017.                             

The closing price of the Osisko Shares on the TSX on March 21,
2017 was $15.20.

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Warrants

Osisko has two series of warrants currently listed on the TSX
under the symbol OR.WT and OR.WT.A.

The following table sets forth the price range and trading
volume for the warrants on the TSX, for the most recent completed financial year
and for the first part of 2017.

|          |  | OR.WT |  |  | **OR.WT.A(2)** | 
|--------- |  | ----- |  |  | -------------- | 
|          |  | High  |  |  | Low            | 
|          |  | ($)   |  |  | ($)            | 
|2016      |  |       |  |  |                | 
|January   |  | 1.95  |  |  | 1.65           | 
|February  |  | 2.45  |  |  | 1.80           | 
|March     |  | 2.08  |  |  | 1.60           | 
|April     |  | 3.15  |  |  | 1.85           | 
|May       |  | 3.70  |  |  | 2.78           | 
|June      |  | 3.50  |  |  | 2.78           | 
|July      |  | 4.00  |  |  | 3.20           | 
|August    |  | 4.17  |  |  | 3.10           | 
|September |  | 3.74  |  |  | 3.10           | 
|October   |  | 3.60  |  |  | 2.70           | 
|November  |  | 3.14  |  |  | 2.50           | 
|December  |  | 2.85  |  |  | 2.35           | 
|2017      |  |       |  |  |                | 
|January   |  | 3.14  |  |  | 2.45           | 
|February  |  | 3.22  |  |  | 2.55           | 
|March(1)  |  | 3.15  |  |  | 2.70           | 

| | (1) | Up to and including March 21, 2017.                
| | --- | ---------------------------------------------------
| | (2) | The OR.WT.A started trading on February 26,
  2016.

The closing prices of the warrants OR.WT and OR.WT.A on the
TSX on March 21, 2017 were respectively $3.10 and $2.23.

Prior Sales - Securities Not Listed or Quoted on a
Marketplace

The only securities of Osisko that are outstanding but not
listed or quoted on a marketplace are the Debenture, the Osisko Options and the
Replacement Osisko Options.

Debenture

On February 12, 2016, Ressources Québec, a wholly-owned
subsidiary of Investissement Québec, subscribed to the Debenture. Ressources
Québec will be entitled, at its option, to convert the Debenture into Osisko
Shares at a price of $19.08 per Osisko Share at any time during its term.

Options

The following table sets forth the number of options granted
during the most recently completed financial year, the date of grant and the
exercice price thereof.

Date of Grant
    Number of
      Options(1)
    Exercise Price Per
      OptionMarch 11, 2016
    5,000
    $14.48March 21, 2016(2)
    1,020,600
    $13.38August 4, 2016
    10,000
    $17.84November 17, 2016
    49,100
    $13.41


| | (1) | Represents the maximum number of Osisko Shares issuable
      upon exercise of the options to purchase Osisko Shares.                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | In October 2016, Osisko Mining hired the Osiskos Québec
      City based exploration team (former Virginia employees), and in connection
      thereto, Osisko Options were cancelled. 821,600 Osisko Options remained
      outstanding. See General Development of Osiskos Business - 2016 -
      Earn-In Agreement with Osisko Mining Inc..

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DIRECTORS AND OFFICERS

Name, Address, Occupation and Security Holdings

The following table sets out the Osisko directors and officers,
together with their province or state and country of residence, positions and
offices held, principal occupations during the last five years, the years in
which they were first appointed as directors and/or officers of Osisko and the
number of Osisko Shares, Osisko RSUs, Osisko DSUs and Replacement Osisko Options
beneficially owned, directly or indirectly, or over which control or direction
is exercised by them, as of the date of this Annual Information Form.

Name and place of
      residence
    Principal
      occupations during the last five (5) years(5)
    Director
      and/or Officer since
    Securities of
      Osisko beneficially ownedSean Roosen(4)Québec, Canada Chair
      and Chief Executive Officer
    Chair and Chief Executive Officer of Osisko;
      President and Chief Executive Officer of OMC prior to June 16, 2014.
    2014
    419,607 Osisko Shares 131,455 Osisko RSUs
      502,200 Osisko OptionsJoanne Ferstman(1,2,3)Ontario, Canada
      Lead Director
    Chartered Professional Accountant and Corporate
      Director; Prior to June 2012, President and Chief Executive Officer of
      Dundee Capital Markets Inc., an investment dealer; Prior to January 2011,
      Vice-Chair and Head of Capital Markets of DundeeWealth Inc., a wealth
      management company.
    2014
    12,500 Osisko Shares 43,224 Osisko DSUs
      2,500 Osisko WarrantsFrançoise Bertrand(3,4)Québec, Canada
      Director
    Former President and Chief Executive Officer of
      the Fédération des chambres de commerce du Québec(FCCQ) and
      director of numerous boards of profit and non-profit organizations; former
      Chair of Canadian Radio-television and Telecommunications Commission
      (CRTC).
    2014
    28,580 Osisko DSUsVictor H. Bradley(1,3)Monte Carlo, Monaco
      Director
    Chartered Professional Accountant and Corporate
      Director; Chair of OMC prior to June 16, 2014.
    2014
    3,000 Osisko Shares 28,785 Osisko DSUsJohn F. Burzynski Ontario, Canada Director
    President and Chief Executive Officer of Osisko
      Mining; Senior Vice President, New Business Development of Osisko prior to
      August 31, 2016; Vice President, Business Development of OMC prior to June
      16, 2014.
    2014
    94,105 Osisko Shares 59,232 Osisko RSUs
      266,533 Osisko Options 5,000 Osisko WarrantsBryan A. Coates Québec, Canada President
    President of Osisko; Vice President, Finance
      and Chief Financial Officer of OMC prior to June 16, 2014.
    2014
    116,548 Osisko Shares 98,589 Osisko RSUs
      376,600 Osisko Options 5,000 Osisko WarrantsChristopher C. Curfman(1,4)Illinois, USA
      Director
    Former Senior Vice President of Caterpillar
      Inc. and former President of Caterpillar Global Mining.
    2016
    12,299 Osisko DSUsJoseph de la Plante Québec, Canada Vice President, Corporate Development
    Vice President, Corporate Development of
      Osisko; Senior Advisor, Investment and Corporate Development of OMC from November 2010 to June 16, 2014; Analyst in the
      Global Metals & Mining Investment Banking Group at BMO Capital Markets
      prior to that.
    2014
    2,108 Osisko Shares 49,866 Osisko RSUs 
    190,100 Osisko Options


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Name and place of
      residence
    Principal
      occupations during the last five (5) years(5)
    Director
      and/or Officer since
    Securities of
      Osisko beneficially ownedAndré Gaumond(4)Québec, Canada
      Director
    While he retired from his executive position in
      November 2016 he remains a member of the Board of Directors; Senior Vice
      President, Northern Development of Osisko prior to November 2016;
      President and Chief Executive Officer of Virginia prior to February 17,
      2015.
    2015
    700,613 Osisko Shares 26,007 Osisko RSUs
      28,376 Replacement Osisko Options 148,300 Osisko OptionsPierre Labbé(1,2)Québec, Canada
      Director
    Chief Financial Officer of Immunovaccine Inc.;
      Vice President, Chief Financial Officer and Secretary of Leddartech Inc.
      from April 2015 to March 2017; Vice President and Chief Financial Officer
      of Québec Port Authority from October 2013 to April 2015 and Vice
      President and Chief Financial Officer of Medicago Inc. prior to October
      2013.
    2015
    6,130 Osisko Shares 19,031 Osisko DSUs
      14,524 Replacement Osisko Options 1,000 Osisko WarrantsAndré Le Bel Québec, Canada Vice President,
      Legal Affairs and Corporate Secretary
    Vice President, Legal Affairs and Corporate
      Secretary of Osisko; Vice President, Legal Affairs and Corporate Secretary
      of OMC from November 2007 to June 16, 2014.
    2015
    36,353 Osisko Shares 34,647 Osisko RSUs
      137,000 Osisko OptionsLuc Lessard Québec, Canada Senior Vice
      President Technical Services
    Senior Vice President, Technical Services of
      Osisko; President and Chief Executive Officer of Falco; Chief Operating
      Officer and Senior Vice-President of OMC prior to June 16, 2014.
    2015
    26,089 Osisko Shares 47,208 Osisko RSUs
      114,600 Osisko OptionsElif Lévesque Québec, Canada Chief Financial
      Officer and Vice President Finance
    Chief Financial Officer and Vice President,
      Finance of Osisko; Vice President and Controller of OMC prior to June 16,
      2014.
    2014
    2,444 Osisko Shares 69,679 Osisko RSUs
      266,300 Osisko OptionsVincent Metcalfe Québec, Canada Vice President,
      Investor Relations
    Vice President, Investor Relations of Osisko;
      Chief Financial Officer of Falco; prior to November 2016, Director of
      Evaluation of Osisko; prior to January 2015, Investment Banker with
      Desjardins Securities.
    2016
    2,685 Osisko Shares 17,246 Osisko RSUs
      39,100 Osisko OptionsCharles E. Page(2,3,4)Ontario, Canada
      Director
    Corporate Director and Professional Geologist;
      Former director of OMC; President and Chief Executive Officer of Queenston
      Mining Inc. prior to its acquisition by OMC.
    2014
    55,215 Osisko Shares 28,785 Osisko DSUsJacques Perron Colorado, USA Director
    Director of Centerra Gold since October 2016;
      former Chief Executive Officer of Thompson Creek Metals Company Inc. from
      2013 to 2016; President and Chief Executive Officer of St- Andrew
      Goldfields from 2007 to 2013.
    2016
    15,244 Osisko DSUsFrédéric Ruel Québec, Canada Vice President
      and Corporate Controller
    Vice President, Corporate Controller of Osisko
      and Falco; from January 2015 to November 2016, Corporate Controller of
      Osisko; from May 2015 to November 2016, Corporate Controller of Falco;
      from January 2011 to June 2014, Director, Corporate Reporting of OMC and
      of Canadian Malartic GP from June 2014 to November 2014.
    2016
    2,108 Osisko Shares 18,666 Osisko RSUs
      68,800 Osisko Options


| | (1) | Member of the Osisko Audit Committee.                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------
| | (2) | Member of the Osisko Governance and Nomination
      Committee.                                                   
| | (3) | Member of the Osisko Human Resources Committee.                                                                   
| | (4) | Member of the Sustainability Committee.                                                                           
| | (5) | The information as to principal occupations has been
      furnished by each director and/or officer
individually.

70

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Biographic Notes

Sean Roosen, Chair of the Board of Directors and Chief
Executive Officer

Sean Roosen is Chair of the Board of Directors and Chief
Executive Officer of Osisko since June 2014. Prior to this, Mr. Roosen was the
President and Chief Executive Officer of OMC. He led the transition of OMC from
a junior exploration company to a leading intermediate gold producer. He was
responsible for leading the strategic development of OMC and was instrumental in
securing the necessary financing to fund the development of the $1 billion
Canadian Malartic Mine. Among other awards, Mr. Roosen was a co-winner of the
Prospectors and Developers Association of Canadas Prospector of the Year
Award for 2007, and was named, together with John F. Burzynski and Robert Wares
as Mining Men of the Year for 2009 by the Northern Miner. Mr. Roosen is a
Supervisory Board member of EurAsia Resource Holdings AG, a European based
resource venture capital fund and a director of EurAsia Resource Value SE. Mr.
Roosen also sits on the Board of Directors of the following publicly listed
companies: Barkerville, Condor Petroleum Inc., Dalradian Resources Inc., Falco
and Osisko Mining. Mr. Roosen is a graduate of the Haileybury School of Mines
and has had various progressive positions in the mining industry both
domestically and internationally.

Joanne Ferstman, CPA, CA, Lead Director

Joanne Ferstman is a corporate director, sitting on a number of
public company boards. From 2013 to 2014, Ms. Ferstman was a Director of OMC.
Ms. Ferstman was until June 2012 the President and Chief Executive Officer of
Dundee Capital Markets Inc., a full service investment dealer with principal
businesses that include investment banking, institutional sales and trading and
private client financial advisory. Prior to taking this position on January 31,
2011, Ms. Ferstman was Vice-Chair and Head of Capital Markets of DundeeWealth
Inc., a diversified wealth management public company that managed and advised
over $75 billion of assets under management and administration, including the
Dynamic Funds family, at the time it was sold to the Bank of Nova Scotia in
early 2011. Prior to 2009, Ms. Ferstman was Executive Vice President and Chief

Financial Officer of DundeeWealth Inc. and Executive Vice President, Chief
Financial Officer and Corporate Secretary of Dundee Corporation. In these senior
financial roles, Ms. Ferstman was intimately involved in all corporate strategy,
including acquisitions and financings, and had responsibility for all public
financial reporting. Additionally, Ms. Ferstman was regularly Dundees nominee
on investee company boards and audit committees in both the resources and real
estate sectors.

Over the past 18 years, Ms. Ferstman has held a variety of
executive positions with the Dundee group of companies until her retirement in
June 2012. Prior to joining the Dundee group of companies, Ms. Ferstman spent
four years as Chief Financial Officer for a national securities firm and five
years at a major international accounting firm. Ms. Ferstman currently serves as
a director of Dream Unlimited Corp. and as Chair of its Audit Committee and a
member of its Organization and Culture Committee and Leaders and Mentors
Committee, as trustee of Dream Office Trust and as Chair of its Audit Committee,
as a director of Aimia Inc., where she is a member of the Human Resources and
Compensation Committee and a member of the Audit Committee, and as a director of
Cogeco Communications Inc. and a member of its Audit Committee. Ms. Ferstman
holds a Bachelor of Commerce and a Graduate degree in Public Accountancy from
McGill University and is a Chartered Professional Accountant.

Françoise Bertrand, O.C., C.Q., Director

Françoise Bertrand was appointed to the Board of Directors of
Osisko in November 2014. Recently appointed an Officer of the Order of Canada,
Ms. Bertrand was formerly the President and Chief Executive Officer of the
Fédération des chambres de commerce du Québec (FCCQ). She sits on
numerous boards of directors of profit and non-profit organizations, including
Valeurs mobilières Desjardins and Concordia University. Ms. Bertrand was also a
former Chair of Canadian Radio-television and Telecommunications Commission
(CRTC).

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Ms. Bertrand holds a Bachelor of Arts - Major in Sociology from
Université de Montréal and a Masters degree in Environmental Studies from York
University. She is a graduate from the Directors Education Program sponsored by
the Institute of Directors of Canada and the Rotman School of Management 
McGill. She is also a Chevalier of lOrdre national du Québec.

Victor H. Bradley, CPA, CA, Director

Victor H. Bradley brings over 50 years of experience in the
international mining sector. A Chartered Professional Accountant, he began his
career with positions such as Controller and Chief Financial Officer at a number
of mining companies. In 1994, he founded Yamana and worked as Chief Executive
Officer, Director, Chairman and Lead Director. Mr. Bradley was a director of Rio
Verde Development Corp. (formerly known as EM Resources Inc.) until March 2013
and currently serves as Chairman of the Board of Directors of Sunvest Minerals
Corp. From 2006 to 2014, Mr. Bradley was Chair of the Board of Directors of OMC.
Mr. Bradley was a Director of other mining companies including Nevada Copper
Corp., AIM Resources Limited (now Blackthorn Resources Limited), Aura Minerals
Inc., Castillian Resources Corp., Frontier Pacific Mining Corporation, Meridian
Gold Inc., Nevoro Inc. and Nortec Minerals Corp. Educated in England, Mr.
Bradley is a member of the Ordre des comptables professionnels agréés du
Québecsince the 1960s.

John F. Burzynski, M.Sc., P.Geo., Director

John F. Burzynski has been a Director of Osisko since June
2014. He was also Senior Vice President, New Business Development of Osisko from
June 2014 to August 2016. He is President and Chief Executive Officer of Osisko
Mining since August 2015. From 2004 to 2014, Mr. Burzynski was the Vice
President, Business Development of OMC. Mr. Burzynski holds a Bachelor of
Science (Honours) degree in geology from Mount Allison University, and a Master
of Science degree in exploration and mineral economics from Queens University.
He is a registered P.Geo. in the province of Québec, and has over 25 years of
experience as a professional geologist on international mining and development
projects. Among other awards, Mr. Burzynski was a co-winner of the Prospectors
and Developers Association of Canadas Prospector of the Year Award for 2007,
and was named, together with Sean Roosen and Robert Wares as Mining Men of the
Year for 2009 by the Northern Miner. He currently serves as a Director with
Strongbow Exploration Inc. Mr. Burzynski is also a founding member of EurAsia
Resource Holdings AG, a European based resource venture capital fund.

Bryan A. Coates, CPA, CA, President

Bryan A. Coates has been President of Osisko since June 2014.
From 2007 to 2014, he was the Vice President, Finance and Chief Financial
Officer of OMC. Mr. Coates was responsible for all activities related to
financing, financial reporting, marketing relating to the gold industry, risk
management and government relations. Mr. Coates has more than 30 years of
progressive experience within the international and Canadian mining industry.
Before joining Osisko, he was Chief Financial Officer of IAMGOLD Corporation
(2006-2007), Cambior Inc. (2001-2006), and Compañia Minera Antamina (1998-2001).
Mr. Coates is a member of the Board of Directors of Falco Resources Ltd.,
Timmins Gold Corp. and of Golden Queen Mining Co. Ltd. Mr. Coates holds an
Honours Bachelor of Commerce from Laurentian University, is a member of the
Chartered Professional Accountants of Ontario and obtained the ICD.D designation
from the Institute of Corporate Directors.

Christopher C. Curfman, Director

Christopher C. Curfman was appointed to the Board of Directors
of Osisko in May 2016. Mr. Curfman is a retired senior executive of Caterpillar
Inc., one of the worlds largest suppliers to the mining industry. During his
21-year career with Caterpillar, Mr. Curfman has held several progressive
positions in Asia, Australia and USA, including Senior Vice President of
Caterpillar and President of Caterpillar Global Mining from 2011 to his
retirement at the end of 2015. Mr. Curfman also held senior positions with Deere
& Company prior to joining Caterpillar. He has extensive international
experience and a customer focused legacy at Caterpillar. His global leadership
was key to Caterpillars success in the mining industry. He also served as a board member at various organisations,
including the Canadian Institute of Mining, the National Mining Association, the
World Coal Association and several universities.

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Mr. Curfman holds a Bachelor of Science degree in Education
  from Northwestern University, and has completed certificate programs in
  accounting and finance from the Wharton School of Business, University of
  Pennsylvania in 1991, a three-year executive program from Louisiana State
  University in 1997 and the executive program of Stanford Graduate School of
  Business in 2002. He was also awarded an Honorary Doctorate in Mining
Engineering from the University Missouri-Rolla in 2013.

Joseph de la Plante, Vice President, Corporate
Development

Joseph de la Plante has been Vice President, Corporate
Development of Osisko since June 2014. Prior to this, Mr. de la Plante held the
position of Senior Advisor, Investment and Corporate Development of OMC since
November 2010, where he played a key role in the companys investor relations
and corporate development efforts, including certain aspects of the companys
long-term financial planning. Before joining Osisko in 2010, he was an Analyst
in BMO Capital Markets Global Metals & Mining Investment Banking Group in
Toronto, where he worked in an advisory role on merger and acquisition mandates
as well as equity and debt offerings for various producing and development stage
gold companies. Mr. de la Plante holds a Bachelor of Mechanical Engineering from
McGill University.

André Gaumond, M.Sc. Ing., Director

André Gaumond was appointed to the Board of Directors of Osisko
upon closing of the Virginia Arrangement. Until his retirement in November 2016,
he has also acted as Senior Vice President, Northern Development and Exploration
of Osisko. Prior to this, Mr. Gaumond had been President and Chief Executive
Officer and Director of Virginia since November 2005 and was President and Chief
Executive Officer and Director of VGM from June 1996 to March 2006. He was
President and Director of Virginia Gold Mines Inc. (VGMs predecessor) from 1992
to 1996 and of Exploration Diabior Inc. from 1993 to 1996 (these companies
merged to form VGM in June 1996). Mr. Gaumond is a geological engineer with a
masters degree in geological economics. He worked as a geological engineer for
several organizations and as a mining analyst for several institutions before
reorganizing Virginia and becoming its President. Over the past 16 years, Mr.
Gaumond received, on behalf of Virginia, no less than 16 awards such as Québec
Prospector of the Year (twice) bestowed upon important work carried out in the
James Bay region. In 2005, he received the Entrepreneur de lannée du
Québec award for the discovery of the Éléonore deposit and was named
Mining Man of the Year in Canada by The Northern Miner. In 2006, he was
presented with the Canadian Prospector of the Year award by the Prospectors
and Developers Association of Canada (PDAC). Mr. Gaumond also received the e3
Plus award (Environmental Excellence in Exploration) in Québec (2007) and in
Canada (2008), for his participation in the creation of Fonds Restor-Action
Nunavik. In 2011, he was introduced to the Casey Hall of Fame Explorers
League in the United States and received, in 2013, the Green CEO of the Year
in Québec for its direct contribution in sustainable development and corporate
social responsibility. He is a member of Ordre des géologues du Québec
and of Ordre des ingénieurs du Québec. He currently serves as a Director
with Junex Inc.

Pierre Labbé, CPA, CA, Director

Pierre Labbé was appointed to the Board of Directors of Osisko
upon closing of the Virginia Arrangement. Prior to this, Mr. Labbé had been a
Director of Virginia since April 2008 and was the Chairman of Virginias Audit
Committee. Mr. Labbé currently serves as the Chief Financial Officer of
Immunovaccine Inc. and has served as Vice President, Chief Financial Officer and
Secretary of Leddartech Inc. from April 2015 to March 2017. He was Vice
President and Chief Financial Officer of the Québec Port Authority from October
2013 to April 2015. From July 2004 to May 2007 and from May 2008 until the
completion of the privatization of Medicago Inc., following the acquisition by
Mitsubushi Tanabe Pharma Corporation for an enterprise value of $357 million, he
was Chief Financial Officer and Secretary of Medicago Inc. Mr. Labbé was also
acting Chief Financial Officer of Plexmar Resources Inc. from May 2007 to
November 2012. He was Vice President and Chief Financial Officer and Secretary
of Sequoia Minerals Inc. from December 2003 to June 2004, and of Mazarin Inc. from March 2000 to
December 2003, while both companies were listed on the TSX. Prior to March 2000,
he held management positions in accounting and finance notably with
PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. (formerly Coopers & Lybrand).
Mr. Labbé holds a Bachelors Degree in Business Administration from Laval
University, Québec City. He is a member of the Ordre des comptables
professionnels agréés du Québec and the Institute of Corporate Directors. He
is also a Director of Agility Health Inc., a rehabilitation services company.

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André Le Bel, LL.B., B.Sc.A, Vice President, Legal
Affairs and Corporate Secretary

André Le Bel has been appointed as Vice President, Legal
Affairs and Corporate Secretary of Osisko on February 17, 2015. From November
2007 to June 2014, Mr. Le Bel was Vice President, Legal Affairs and Corporate
Secretary of OMC. Mr. Le Bel was Vice President Legal affairs with IAMGOLD
Corporation from November 2006 to October 2007 and before November 2006, Mr. Le
Bel was Senior Legal Counsel and Assistant Corporate Secretary of Cambior Inc.
Mr. Le Bel is also a director of RedQuest Capital Corp., a capital pool company
listed on the TSX Venture Exchange, and of Komet Resources Inc., listed on the
TSX Venture Exchange. Mr. Le Bel was Vice President, Legal Affairs and Corporate
Secretary of NioGold from March 20, 2015 to March 11, 2016 and Corporate
Secretary of Falco from November 24, 2015 to November 22, 2016. Since that date,
he is Vice President, Legal Affairs and Corporate Secretary of Falco. Mr. Le Bel
was also a director and a member of the audit committee of Threegold Resources
Inc. from May 2011 to June 2013. Mr. Le Bel obtained a bachelor of Applied
Science from Universtité Laval and a bachelor of Law from Sherbrooke University.
He is a member of the Québec Bar.

Luc Lessard, Eng., Senior Vice President, Technical
Services

Luc Lessard is a mining engineer with more than 25 years of
experience designing, building and operating mines. He is President and Chief
Executive Officer of Falco. He was previously Chief Operating Officer of the
Canadian Malartic Partnership (owned jointly by Agnico and Yamana), and prior to
that was the Chief Operating Officer and Senior Vice President of Engineering
and Construction for OMC where he was responsible for the design, construction
and commissioning of the Canadian Malartic gold mine. During his career, Mr.
Lessard has worked on 11 open pit and underground mine builds and prior to
Osisko, Mr. Lessard was Vice President of Engineering and Construction for
IAMGOLD Corporation and General Manager, Projects for Cambior Inc. Mr. Lessard
is also Chief Operating Officer of Barkerville. He sits on the Board of
Directors of Bowmore Exploration Ltd., Nighthawk Gold Corp. and Highland. Mr.
Lessard holds a B.Sc. Mining engineering from Université Laval and he is a
member of lOrdre des ingénieurs du Québec.

Elif Lévesque, CPA, CGA, MBA, Chief Financial Officer and
Vice President Finance

Elif Lévesque is the Chief Financial Officer and Vice President
Finance of Osisko since June 2014. Prior to this, Ms. Lévesque was Vice
President and Controller of OMC and has contributed to the development of the
financial reporting and planning functions at Osisko since 2008. Ms. Lévesque
has over 15 years of experience with leading Canadian intermediate gold
producers (Cambior Inc. 2002-2006 and IAMGOLD Corporation 2006-2008). She is a
member of the Ordre des Comptables Professionnels Agréés du Québec and
holds an MBA from Clark University, Massachusetts, USA. She currently serves as
a Director with TerraX Minerals Inc. and the Québec Mineral Exploration
Association.

Vincent Metcalfe, BAA, Finance, Vice President, Investor
Relations

Vincent Metcalfe has been appointed as Vice President, Investor
Relations of Osisko on November 9, 2016. Mr. Metcalfe is also the Chief
Financial Officer of Falco. Prior to that, he was acting as Director of
Evaluations with Osisko since February 2015. Mr. Metcalfe is a graduate of HEC
Montreal. Prior to joining Osisko, he spent nine (9) years assisting mining
companies in investment banking at BMO Capital Markets in Toronto before moving
to Desjardins Capital Markets, where he was most recently a Director in the
Montreal office.

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Charles E. Page, M.Sc., P.Geo., Director

Charles E. Page was appointed to the Board of Directors of
Osisko in June 2014. From 2013 to 2014, Mr. Page was a Director of OMC after
holding the President and Chief Executive Officer positions of Queenston Mining
Inc. until its acquisition by OMC. He has over 40 years of experience in the
mineral exploration and mining industry. Mr. Page also sits on the Board of
Directors of Unigold Inc. and is Chair of the Board of Directors of Wesdome Gold
Mines Ltd. Mr. Page is a Professional Geologist who graduated with a Master
Science degree from the University of Waterloo.

Jacques Perron, Ing., P.Eng., Director

Jacques Perron has more than 30 years of progressive experience
in the mining industry. He was most recently the Chief Executive Officer of
Thompson Creek Metals Company Inc. (2013-2016) where he oversaw the start-up and
ramp-up of the Mount Milligan Mine and was instrumental in the sale of Thompson
Creek Metals Company Inc. to Centerra Gold Inc. (Centerra Gold).
Previously, he held the position of President and Chief Executive Officer of St.
Andrew Goldfields (2007-2013), Senior Vice President of IAMGOLD Corporation
(2006-2007) and Senior Vice President Canada of Cambior Inc. (2004-2006). He is
a member of the Board of Directors of Centerra Gold since October 2016, and is
also a director of the Canadian Mineral Education Foundation since 2007. Mr.
Perron holds a Bachelor of Science degree in Mining Engineering from lÉcole
Polytechnique de Montréal and has membership in Professional Engineers of
Ontario and lOrdre des Ingénieurs du Québec.

Frédéric Ruel, Vice President, Corporate Controller

Frédéric Ruel was appointed as Vice President, Corporate
Controller of Osisko on November 9, 2016. Frédéric Ruel has over 15 years of
experience in financial reporting and has been involved in the mining industry
for over 10 years. Prior to joining Osisko, he held the position of Director,
Corporate Reporting for Canadian Malartic GP, OMC and Consolidated Thompson Iron
Mines. Mr. Ruel began his career as an auditor in a premier Canadian accounting
firm where he worked for seven (7) years. He is a member of the Ordre des
comptables professionnels agréés du Québecand holds a Master in Accounting
from Sherbrooke University. Mr. Ruel is also Vice President, Corporate
Controller of Falco since November 22, 2016.

The directors of Osisko will be elected annually at each annual
general meeting of the Osisko Shareholders and will hold office until the next
annual general meeting unless a directors office is earlier vacated in
accordance with the articles of Osisko or until his or her successor is duly
appointed or elected.

As at the date of this Annual Information Form, all of the
directors and officers, as a group, beneficially own, directly or indirectly, or
exercise control or direction over 1,479,505 Osisko Shares, representing
approximately 1.39% of the issued and outstanding Osisko Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Corporate Cease Trade Orders

As at the date of this Annual Information Form, no current
director or executive officer of Osisko is, or within the ten years prior to the
date of this Annual Information Form has been, a director, chief executive
officer or chief financial officer of any company (including Osisko), that:

| | (a) | was subject to a cease trade order (including any
      management cease trade order which applied to directors or executive
      officers of a company, whether or not the person is named in the order),
      an order similar to a cease trade order, or an order that denied the
      relevant company access to any exemption under securities legislation,
      that was in effect for a period of more than 30 consecutive days (an Order) while that
person was acting in that capacity; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b) | was subject to an Order that was issued after the current
      director or executive officer ceased to be a director, chief executive
      officer or chief financial officer and which resulted from an event that
      occurred while that person was acting in the capacity as director, chief
      executive officer or chief financial officer.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Bankruptcy

To the knowledge of Osisko, as at the date of this Annual
Information Form, no current director, executive officer, or shareholder holding
a sufficient number of securities of Osisko to affect materially the control of
Osisko is, or within the ten years prior to the date of this Annual Information
Form has:

| | (a) | been a director or executive officer of any company
      (including Osisko) that, while that person was acting in that capacity, or
      within a year of that person ceasing to act in that capacity, became
      bankrupt, made a proposal under any legislation relating to bankruptcy or
      insolvency or was subject to or instituted any proceedings, arrangement or
      compromise with creditors or had a receiver, receiver manager or trustee
      appointed to hold its assets; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | become bankrupt, made a proposal under any legislation
      relating to bankruptcy or insolvency, or become subject to or instituted
      any proceedings, arrangement or compromise with creditors, or had a
      receiver manager or trustee appointed to hold the assets of the current or
      proposed director, executive officer or
shareholder.                                                                                                                                           

Penalties and Sanctions

To the knowledge of Osisko, as at the date of this Annual
Information Form, no current director, executive officer, or shareholder holding
a sufficient number of securities of Osisko to affect materially the control of
Osisko has been subject to any penalties or sanctions imposed by a court
relating to securities legislation or by a securities regulatory authority or
has entered into a settlement agreement with a securities regulatory authority
or any other penalties or sanctions imposed by a court or regulatory body that
would likely be considered important to a reasonable investor in making an
investment decision.

Conflicts of Interest

Certain of the directors and officers of Osisko will not be
devoting all of their time to the affairs of Osisko. Certain of the directors
and officers of Osisko are directors and officers of other companies, some of
which are in the same business as Osisko. See Description of Risk Factors.

The directors and officers of Osisko are required by law to act
in the best interests of Osisko. They have the same obligations to the other
companies in respect of which they act as directors and officers. Any decision
made by any of such officers or directors involving Osisko will be made in
accordance with their duties and obligations under the applicable laws of
Canada.

As part of its business model and in connection with its
investments made in various other companies, either by acquiring equity
interests, purchasing royalties, royalty options or otherwise, Osisko generally
expects from its directors and officers to be actively involved within such
investee companies, which may include occupying seats on their board of
directors. Osisko acknowledges that a director or an officer serving on too many
public boards of directors might be overboarded. Consequently, all directors
and officers of Osisko must submit to the Governance and Nomination Committee
any offer to join an outside board of directors in order to ensure that any
additional directorship would not impair the ability to adequately fulfill the
responsibilities assigned to the directors and officers of the Corporation.

As a general guideline, the Governance and Nomination Committee
of Osisko will consider that a director or officer of Osisko should be regarded
as overboarded if he or she:

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| | (a) | has attended fewer than 75% of Osiskos board and
      committee meetings held within the past year without a valid reason for
      the absences;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------

and

(b)

| | (i)  | is the President or Chief Executive Officer of Osisko, he
      or she sits on more than two (2) outside public company board, in addition
      to Osisko; or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                               
| | (ii) | if not the President or Chief Executive Officer of
      Osisko, sits on more than five (5) public company boards, in addition to
      Osisko.               

In determining what is an outside public company board, the
Governance and Nomination Committee specifically excludes investee companies for
the reason that becoming a director of such companies is crucial in order to
oversee and supervise Osiskos investment in such investee companies. This
representation allows Osisko to protect its shareholders interests.
Furtheremore, these investee companies are mostly junior exploration companies
which only hold few board meetings each year.

PROMOTERS

OMC took the initiative of founding and organizing Osisko and
its business and operations and, as such, was considered to be the promoter of
Osisko for the purposes of applicable securities legislation prior to the
completion of the Agnico-Yamana Arrangement. As of the date of this Annual
Information Form, to the best of Osiskos knowledge, OMC does not beneficially
own, or control or direct, any voting securities of Osisko.

André Gaumond was considered to be the promoter of Virginia due
to his involvement in Virginia and his management role. As at March 21, 2017,
André Gaumond held or exercised control over 700,613 Osisko Shares.

Except as otherwise disclosed herein in connection with the
Agnico-Yamana Arrangement and the acquisition by Osisko of the OMC Assets in
exchange for the issuance of Osisko Shares by Osisko to OMC, in connection with
royalty payments pursuant to the Canadian Malartic Royalty Agreement, and in
connection with the receipt of a 3% NSR royalty on the Malartic CHL Prospect, no
other assets have been acquired or are proposed to be acquired by Osisko from
either OMC or André Gaumond. See General Development of Osiskos Business,
Material Mineral Project - The Canadian Malartic Royalty and Prior Sales.
See also The Arrangement - Background to the Arrangement and The Arrangement
- Reasons for the Recommendation in the management information circular of OMC
dated May 1, 2014, sent to securityholders of OMC in connection with the
Agnico-Yamana Arrangement, a copy of which is available under OMCs issuer
profile on SEDAR at www.sedar.com.

During the ten (10) years before the date of this Annual
Information Form, neither OMC nor André Gaumond has become bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency, or become
subject to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver manager or trustee appointed to hold its
assets.

Neither OMC nor André Gaumond has been subject to any penalties
or sanctions imposed by a court relating to provincial and territorial
securities legislation or by a provincial and territorial securities regulatory
authority, has not entered into a settlement agreement with a provincial and
territorial securities regulatory authority, and has not been imposed with any
other penalties or sanctions by a court or regulatory body that would be likely
to be considered important to a reasonable investor in making an investment
decision.

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LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

During the fiscal year ended December 31, 2016 and as of the
date hereof, there have been and are no legal proceedings outstanding,
threatened or pending, by or against Osisko or to which Osisko is a party or to
which any of Osiskos property is subject, nor to Osiskos knowledge are any
such legal proceedings contemplated, and which could become material to
Osisko.

Regulatory Actions

During the fiscal year ended December 31, 2016 and as of the
date hereof, there have been no penalties or sanctions imposed against Osisko
(a) by a court relating to securities legislation or by a securities regulatory
authority or (b) by a court or regulatory body that would likely be considered
important to a reasonable investor making an investment decision in Osisko.
Osisko has not entered into any settlement agreements with a court relating to
securities legislation or with a securities regulatory authority during the
fiscal year ended December 31, 2016 and as of the date hereof.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Since Osiskos incorporation, no director or executive officer
of Osisko, or shareholder who beneficially owns, or controls or directs,
directly or indirectly, more than 10% of the outstanding Osisko Shares, or any
known associates or affiliates of such persons, has or has had any material
interest, direct or indirect, in any transaction or in any proposed transaction
that has materially affected or is reasonably expected to materially affect
Osisko other than OMC in connection with Osiskos incorporation (see Corporate
Structure, General Development of Osiskos Business and Promoters), the
entering into of the Agnico-Yamana Arrangement Agreement by OMC, and the
transfer of assets to Osisko in connection with the Agnico-Yamana Arrangement
(see General Development of Osiskos Business). See also Material Contracts
below.

TRANSFER AGENTS AND REGISTRARS

The transfer agent and registrar for the Osisko Shares is CST
Trust Company, which is located at 2001 University, Suite 1600, Montreal,
Québec, Canada H3A 2A6.

MATERIAL CONTRACTS

The following are the material contracts entered into by Osisko
or its subsidiaries:

| | (a) | the Canadian Malartic Royalty Agreement;                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                             
| | (b) | the Éléonore Royalty Agreement;                                                                                             
| |     |                                                                                                                             
| | (c) | the Virginia Arrangement Agreement;                                                                                         
| |     |                                                                                                                             
| | (d) | the Credit Agreement;                                                                                                       
| |     |                                                                                                                             
| | (e) | the Amended Credit Agreement;                                                                                               
| |     |                                                                                                                             
| | (f) | the Subscription Agreement dated February 12, 2016 with
      Ressources Québec providing for the issuance of the Debenture;
| |     |                                                                                                                             
| | (g) | the 2015 Underwriting Agreement;                                                                                            

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| | (h) | a warrant indenture dated February 18, 2015 between
      Osisko and CST Trust Company, as warrant agent, pursuant to which the SW
      Warrants were created and issued and by which they are governed;    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                              
| | (i) | the 2016 Underwriting Agreement; and                                                                                                                                                                         
| |     |                                                                                                                                                                                                              
| | (j) | a warrant indenture dated February 26, 2016 between
      Osisko and CST Trust Company, as warrant agent, pursuant to which the 2016
      Warrants were created and issued and by which they are
  governed.

INTERESTS OF EXPERTS

Luc Lessard, Eng., is named in this Annual Information Form as
having reviewed and approved certain scientific and technical information as set
out under the heading Material Mineral Project - The Canadian Malartic Royalty
with respect to the Canadian Malartic Properties.

Paul Archer, M.Sc., Eng., is named in this Annual Information
Form as having reviewed and approved certain scientific and technical
information as set out under the heading Material Mineral Project - The
Éléonore Royalty with respect to the Éléonore Royalty.

As of the date of this Annual Information Form, Mr. Lessard and
Mr. Archer hold the securities of Osisko listed next to their name in the table
under the heading Directors and Officers - Name, Address, Occupation and
Security Holdings.

PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., a partnership
of Chartered Professional Accountants, the auditor of Osisko, has advised that
it is independent with respect to Osisko within the meaning of the Code of
Ethics of chartered professional accountants (Québec) and has complied with the
SECs rules on auditor independance.

Other than as described above, none of the aforementioned
persons or companies, nor any director, officer or employee of any of the
aforementioned persons or companies is, or is expected to be elected, appointed
or employed as, a director, officer or employee of Osisko or of any associate or
affiliate of Osisko.

ADDITIONAL INFORMATION

Additional information relating to Osisko is available
electronically on SEDAR at www.sedar.com, on EDGAR at www.sec.gov
and on its website at www.osiskogr.com.

Additional information, including directors and officers
remuneration and indebtedness, principal holders of Osiskos securities and
securities authorized for issuance under equity compensation plans, is contained
in Osiskos management information circular for its annual and special meeting
of shareholders held on May 4, 2016. For information relating to corporate
governance related matters, please see Statement of Corporate Governance
Practices in such circular.

Additional financial information is provided in Osiskos
financial statements and management discussion and analysis for its most
recently completed financial year.

AUDIT COMMITTEE

Description of the Audit Committee

The Osisko Audit Committee assists the Osisko Board in
fulfilling its oversight responsibilities with respect to the following: (i) in
its oversight of Osiskos accounting and financial reporting principles and
policies and internal audit controls and procedures; (ii) in its
oversight of the integrity and transparency of Osiskos financial statements and
the independent audit thereof; (iii) in selecting, evaluating and, where deemed
appropriate, replacing the external auditor; (iv) in evaluating the independence
of the external auditor; (v) in its oversight of Osiskos risk identification,
assessment and management program; and (vi) in Osiskos compliance with legal
and regulatory requirements in respect of the above. The Osisko Board has
adopted the Osisko Audit Committee Charter, a copy of which is attached as
Appendix 1, mandating the role of the Osisko Audit Committee in supporting the
Osisko Board in meeting its responsibilities to Osisko Shareholders.

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Audit Committee Members

As of the date of this Annual Information Form, the Osisko
Audit Committee is comprised of four (4) members, all of whom are independent
directors of Osisko, namely: Ms. Joanne Ferstman (Chair), Mr. Victor H. Bradley,
Mr. Pierre Labbé and Mr. Christopher C. Curfman. Ms. Ferstman (Chair) is an
audit committee financial expert (as such term is defined in paragraph 8(b) of
General Instruction B to Form 40-F under the U.S. Securities Exchange Act of
1934, as amended).

Relevant Education and Experience

Joanne Ferstman

Ms. Ferstman (Chair) is a corporate director, sitting on a
number of public company boards. From 2013 to 2014, Ms. Ferstman was a Director
of OMC. Ms. Ferstman was until June 2012 the President and Chief Executive
Officer of Dundee Capital Markets Inc., a full service investment dealer with
principal businesses that include investment banking, institutional sales and
trading and private client financial advisory. Prior to taking this position on
January 31, 2011, Ms. Ferstman was Vice-Chair and Head of Capital Markets of
DundeeWealth Inc., a diversified wealth management public company that managed
and advised over $75 billion of assets under management and administration,
including the Dynamic Funds family, at the time it was sold to the Bank of Nova
Scotia in early 2011. Prior to 2009, Ms. Ferstman was Executive Vice President
and Chief Financial Officer of DundeeWealth Inc. and Executive Vice President,
Chief Financial Officer and Corporate Secretary of Dundee Corporation. In these
senior financial roles, Ms. Ferstman was intimately involved in all corporate
strategy, including acquisitions and financings, and had responsibility for all
public financial reporting. Additionally, Ms. Ferstman was regularly Dundees
nominee on investee company boards and audit committees in both the resources
and real estate sectors.

Over the past 18 years, Ms. Ferstman has held a variety of
executive positions with the Dundee group of companies until her retirement in
June 2012. Prior to joining the Dundee group of companies, Ms. Ferstman spent
four years as Chief Financial Officer for a national securities firm and five
years at a major international accounting firm. Ms. Ferstman currently serves as
a director of Dream Unlimited Corp. and as Chair of its Audit Committee and a
member of its Organization and Culture Committee and Leaders and Mentors
Committee, as trustee of Dream Office Trust and as Chair of its Audit Committee,
as a director of Aimia Inc., where she is a member of the Human Resources and
Compensation Committee and a member of the Audit Committee, and as a director of
Cogeco Communications Inc. and a member of its Audit Committee. Ms. Ferstman
holds a Bachelor of Commerce and a Graduate degree in Public Accountancy from
McGill University and is a Chartered Professional Accountant.

Ms. Ferstman is considered to be independent of Osisko and is
financially literate, within the meaning of NI 52-110.

Victor H. Bradley

Mr. Bradley brings over 50 years of experience in the
international mining sector. A Chartered Professional Accountant, he began his
career with positions such as Controller and Chief Financial Officer at a number
of mining companies. In 1994, he founded Yamana and worked as Chief Executive
Officer, Director, Chairman and Lead Director. Mr. Bradley was
a director of Rio Verde Development Corp. (formerly known as EM Resources Inc.)
until March 2013 and currently serves as Chairman of the Board of Directors of
Sunvest Minerals Corp. From 2006 to 2014, Mr. Bradley was Chair of the Board of
Directors of OMC. Mr. Bradley was a Director of other mining companies including
Nevada Copper Corp., AIM Resources Limited (now Blackthorn Resources Limited),
Aura Minerals Inc., Castillian Resources Corp., Frontier Pacific Mining
Corporation, Meridian Gold Inc., Nevoro Inc. and Nortec Minerals Corp. Educated
in England, Mr. Bradley is a member of the Ordre des comptables
professionnels agréés du Québecsince the 1960s.

80

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Mr. Bradley is considered to be independent of Osisko and is
financially literate, within the meaning of NI 52-110.

Pierre Labbé

Mr. Labbé was appointed to the Board of Directors of Osisko
upon closing of the Virginia Arrangement. Prior to this, Mr. Labbé had been a
Director of Virginia since April 2008 and was the Chairman of Virginias Audit
Committee. Mr. Labbé currently serves as the Chief Financial Officer of
Immunovaccine Inc. and has served as Vice President, Chief Financial Officer and
Secretary of Leddartech Inc. from April 2015 to March 2017. He was Vice
President and Chief Financial Officer of the Québec Port Authority from October
2013 to April 2015. From July 2004 to May 2007 and from May 2008 until the
completion of the privatization of Medicago Inc., following the acquisition by
Mitsubushi Tanabe Pharma Corporation for an enterprise value of $357 million, he
was Chief Financial Officer and Secretary of Medicago Inc. Mr. Labbé was also
acting Chief Financial Officer of Plexmar Resources Inc. from May 2007 to
November 2012. He was Vice President and Chief Financial Officer and Secretary
of Sequoia Minerals Inc. from December 2003 to June 2004, and of Mazarin Inc.
from March 2000 to December 2003, while both companies were listed on the TSX.
Prior to March 2000, he held management positions in accounting and finance
notably with PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. (formerly Coopers
& Lybrand). Mr. Labbé holds a Bachelors Degree in Business Administration
from Laval University, Québec City. He is a member of the Ordre des
comptables professionnels agréés du Québec and the Institute of Corporate
Directors. He is also a Director of Agility Health Inc., a rehabilitation
services company.

Mr. Labbé is considered to be independent of Osisko and is
financially literate, within the meaning of NI 52-110.

Christopher C. Curfman

Mr. Curfman is a retired senior executive of Caterpillar Inc.,
one of the worlds largest suppliers to the mining industry. During his 21-year
career with Caterpillar, Mr. Curfman has held several progressive positions in
Asia, Australia and USA, including Senior Vice President of Caterpillar and
President of Caterpillar Global Mining from 2011 to his retirement at the end of
2015. Mr. Curfman also held senior positions with Deere & Company prior to
joining Caterpillar. He has extensive international experience and a customer
focused legacy at Caterpillar. His global leadership was key to Caterpillars
success in the mining industry. He also served as a board member at various
organisations, including the Canadian Institute of Mining, the National Mining
Association, the World Coal Association and several universities.

Mr. Curfman holds a Bachelor of Science degree in Education
from Northwestern University, and has completed certificate programs in
accounting and finance from the Wharton School of Business, University of
Pennsylvania in 1991, a three-year executive program from Louisiana State
University in 1997 and the executive program of Stanford Graduate School of
Business in 2002. He was also awarded an Honorary Doctorate in Mining
Engineering from the University Missouri-Rolla in 2013.

Mr. Curfman is considered to be independent of Osisko and is
financially literate, within the meaning of NI 52-110.

81

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External Auditor Service Fees

The fees billed to Osisko by its independent auditor,
PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., a partnership of Chartered
Professional Accountants, for the fiscal years ended December 31, 2015 and
December 31, 2016, by category, are as follows:

Year
    Audit Fees(1)
    Audit Related
      Fees(2)
    Tax Fees(3)
    All Other FeesDecember 31, 2016
    $324,675
    $8,621
    $103,660
    $ -December 31, 2015
    $259,801
    $94,595
    $76,077
    $ -


|____________________________
|----------------------------
|(1)                         
|(2)                         
|(3)                         

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APPENDIX "1"

AUDIT COMMITTEE CHARTER

|I. | PURPOSES OF THE AUDIT
  COMMITTEE
|-- | ---------------------------------

The purposes of the Audit Committee are
to assist the Board of Directors:

| | 1. | in its oversight of the Corporations accounting and
      financial reporting principles and policies and internal audit controls
      and procedures;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                         
| | 2. | in its oversight of the integrity, transparency and
      quality of the Corporations financial statements and the independent
      audit thereof;    
| |    |                                                                                                                                                         
| | 3. | in selecting, evaluating and, where deemed appropriate,
      replacing the external auditor;                                                           
| |    |                                                                                                                                                         
| | 4. | in evaluating the qualification, independence and
      performance of the external auditor;                                                            
| |    |                                                                                                                                                         
| | 5. | in its oversight of the Corporations risk
      identification, assessment and management program; and                                                 
| |    |                                                                                                                                                         
| | 6. | in the Corporations compliance with legal and regulatory
      requirements in respect of the above.                                                   

The function of the Audit Committee is
to provide independent and objective oversight. The Corporations management
team is responsible for the preparation, presentation and integrity of the
Corporations financial statements. Management is responsible for maintaining
appropriate accounting and financial reporting principles and policies and
internal controls and procedures that provide for compliance with accounting
standards and applicable laws and regulations. The external auditor is
responsible for planning and carrying out a proper audit of the Corporations
annual financial statements and other procedures. In fulfilling their
responsibilities hereunder, it is recognized that members of the Audit Committee
are not full-time employees of the Corporation and are not, and do not represent
themselves to be, accountants or auditor by profession or experts in the fields
of accounting or auditing including in respect of auditor independence. As such,
it is not the duty or responsibility of the Audit Committee or its members to
conduct field work or other types of auditing or accounting reviews or
procedures or to set auditor independence standards, and each member of the
Audit Committee shall be entitled to rely on (i) the integrity of those persons
and organizations within and external to the Corporation from which it receives
information, (ii) the accuracy of the financial and other information provided
to the Audit Committee by such persons or organizations absent actual knowledge
to the contrary (which shall be promptly reported to the Board of Directors) and
(iii) representations made by management as to non-audit services provided by
the auditor to the Corporation.

The external auditor is ultimately
accountable to the Board of Directors and the Audit Committee as representatives
of shareholders. The Audit Committee is directly responsible (subject to the
Board of Directors approval) for the appointment, compensation, retention
(including termination), scope and oversight of the work of the external auditor
engaged by the Corporation (including for the purpose of preparing or issuing an
audit report or performing other audit, review or attestation services or other
work of the Corporation), and is also directly responsible for the resolution of
any disagreements between management and any such firm regarding financial
reporting.

The external auditor shall submit, at
least annually, to the Corporation and the Audit Committee:

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| |  | as representatives of the shareholders of the
      Corporation, a formal written statement delineating all relationships
      between the external auditor and the Corporation (Statement as to
      Independence);                                                                                                                                                                                                                                                       
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | a formal written statement of the fees billed in
      compliance with the disclosure requirements of Form 52-110F1 of National
      Instrument 52-110; and                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | a report describing: the Corporations internal
      quality-control procedures; any material issues raised by the most recent
      internal quality control review, or peer review, of the Corporation, or by
      any inquiry or investigation by governmental or professional authorities,
      within the preceding five years, respecting one or more independent audits
      carried out by the Corporation, and any steps taken to deal with any such
      issues.

|II. | COMPOSITION OF THE AUDIT
  COMMITTEE
|--- | ------------------------------------

The Audit Committee shall be comprised
of three or more independent directors as defined under applicable legislation
and stock exchange rules and guidelines and are appointed (and may be replaced)
by the Board of Directors. Determination as to whether a particular director
satisfies the requirements for membership on the Audit Committee shall be made
by the Board of Directors.

All members of the Committee shall be
financially literate within the meaning of National Instrument 52-110  Audit
Committees (NI 52-110) and any other securities legislation and stock
exchange rules applicable to the Corporation, and as confirmed by the Board of
Directors using its business judgement (including but not limited to be able to
read and understand a set of financial statements that present a breadth and
level of complexity of accounting issues that are generally comparable to the
breadth and complexity of the issues that can reasonably be expected to be
raised by the Corporations financial statements), and at least one member of
the Committee shall have accounting or related financial expertise or
sophistication as such qualifications are interpreted by the Board of Directors
in light of applicable laws and stock exchange rules, including the requirement
to have at least one audit committee financial expert as such term is defined
pursuant to Form 40-F under the U.S. Securities Exchange Act of 1934, as
amended. The later criteria may be satisfied by past employment experience in
finance or accounting, requisite professional certification in accounting, or
any other comparable experience or background which results in the individuals
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer of an entity with
financial oversight responsibilities, as well as other requirements under
applicable laws and stock exchange rules.

|III. | MEMBERSHIP, MEETINGS AND
  QUORUM
|---- | ---------------------------------

The Audit Committee shall meet at least
four times annually or more frequently if circumstances dictate, to discuss with
management the annual audited financial statements and quarterly financial
statements, and all other related matters. The Audit Committee may request any
officer or employee of the Corporation or the Corporations external counsel or
external auditor to attend a meeting of the Audit Committee or to meet with any
members of, or consultants to, the Audit Committee.

Proceedings and meetings of the Audit
Committee are governed by the provisions of By-Laws relating to the regulation
of the meetings and proceedings of the Board of Directors as they are applicable
and not inconsistent with this Charter and the other provisions adopted by the
Board of Directors in regards to committee composition and organization.

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The quorum at any meeting of the
Committee is a majority of members in office. All members of the Audit Committee
should strive to be at all meetings.

|IV. | DUTIES AND POWERS OF THE AUDIT
    COMMITTEE
|--- | --------------------------------------------

To carry out its purposes, the Audit
Committee shall have unrestricted access to information and shall have the
following duties and powers:

| | 1. | with respect to the external
auditor,
| | -- | -------------------------------------

| | (i)   | to review and assess, at least annually, the performance
      of the external auditor, and recommend to the Board of Directors the
      nomination of the external auditor for appointment by the shareholders, or
      if required, the revocation of appointment of the external
  auditor;                                                                                                                                                                                                                                                                                                                                                                
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)  | to review and approve the fees charged by the external
      auditor for audit services;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii) | to review and pre-approve all services, including
      non-audit services, to be provided by the Corporations external auditor
      to the Corporation or to its subsidiaries, and associated fees and to
      ensure that such services will not have an impact on the auditors
      independence, in accordance with procedures established by the Audit
      Committee. The Audit Committee may delegate such authority to one or more
      of its members, which member(s) shall report thereon to the
    committee;                                                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iv)  | to ensure that the external auditor prepares and delivers
      annually a Statement as to Independence (it being understood that the
      external auditor is responsible for the accuracy and completeness of such
      statement), to discuss with the external auditor any relationships or
      services disclosed in the Statement as to Independence that may impact the
      objectivity and independence of the Corporations external auditor and to
      recommend that the Board of Directors take appropriate action in response
      to the Statement as to Independence to satisfy itself of the external
      auditors independence; and
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (v)   | to instruct the external auditor that the external
      auditor is ultimately accountable to the Audit Committee and the Board of
      Directors, as representatives of the
shareholders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| | 2. | with respect to financial reporting principles and
      policies and internal controls,
| | -- | ----------------------------------------------------------------------------------------

| | (i)   | to advise management that they are expected to provide to
      the Audit Committee a timely analysis of significant financial reporting
      issues and practices;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ii)  | to ensure that the external auditor prepares and delivers
      as applicable a detailed report covering 1) critical accounting policies
      and practices to be used; 2) material alternative treatments of financial
      information within generally accepted accounting principles that have been
      discussed with management, ramifications of the use of such alternative
      disclosures and treatments, and the treatment preferred by the external
      auditor; 3) other material written communications between the external
      auditor and management such as any management letter or schedule of
      unadjusted differences; and 4) such other aspects as may be required by
      the Audit Committee or legal or regulatory requirements;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii) | to consider any reports or communications (and
      managements responses thereto) submitted to the Audit Committee by the
      external auditor, including reports and communications related
  to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| |  | deficiencies noted following the audit of the
      design and operation of internal controls;                              
| | - | ----------------------------------------------------------------------------------------------------------------------------
| |  | consideration of fraud in the audit of the
      financial statement;                                                       
| |  | detection of illegal acts;                                                                                                  
| |  | the external auditors responsibilities under
      generally accepted auditing standards;                                  
| |  | significant accounting policies;                                                                                            
| |  | management judgements and accounting estimates;                                                                             
| |  | adjustments arising from the audit;                                                                                         
| |  | the responsibility of the external auditor for
      other information in documents containing audited financial statements;
| |  | disagreements with management;                                                                                              
| |  | consultation by management with other
      accountants;                                                                    
| |  | major issues discussed with management prior to
      retention of the external auditor;                                    
| |  | difficulties encountered with management in
      performing the audit;                                                     
| |  | the external auditor judgements about the
      quality of the entitys accounting principles; and                          
| |  | reviews of interim financial information
      conducted by the external auditor.                                           

| | (iv) | to meet with management and external
  auditor:
| | ---- | -----------------------------------------------

| |  | to discuss the scope, planning and staffing of the annual
      audit and to review and approve the audit plan;                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to discuss the audited financial statements, including
      the accompanying managements discussion and analysis;                                                                                                                                     
| |  | to discuss the unaudited interim quarterly financial
      statements, including the accompanying managements discussion and
      analysis;                                                                                                           
| |  | to discuss the appropriateness and quality of the
      Corporations accounting principles as applied in its financial reporting;                                                                                                                      
| |  | to discuss any significant matters arising from any audit
      or report or communication referred to in item 2 (iii) above, whether
      raised by management or the external auditor, relating to the
      Corporations financial statements;     
| |  | to resolve disagreements between management and the
      external auditor regarding financial reporting;                                                                                                                                               
| |  | to review the form of opinion the external auditor
      proposes to render to the Board of Directors and shareholders;                                                                                                                                 
| |  | to discuss significant changes to the Corporations
      auditing and accounting principles, policies, controls, procedures and
      practices proposed or contemplated by the external auditor or management,
      and the financial impact thereof;
| |  | to review any non-routine correspondence with regulators
      or governmental agencies and any employee complaints or published reports
      that raise material issues regarding the Corporations financial
      statements or accounting policies;
| |  | to review, evaluate and monitor the Corporations risk
      management program including the revenue protection program. This function
      should include:                                                                                           

| | ➣ | risk assessment;           
| | - | ---------------------------
| | ➣ | quantification of exposure;

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| | ➣ | risk mitigation measures; and
| | - | -----------------------------
| | ➣ | risk reporting;              

| |  | to review the adequacy of the resources of the finance
      and accounting group, along with its development and succession plans;                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to monitor and review communications received in
      accordance with the Corporations Internal Whistle Blowing Policy;                                                                                                                                                                                                                                                                                                                                                                   
| |  | following completion of the annual audit and quarterly
      reviews, review separately with each of management and the independent
      auditor any significant changes to planned procedures, any difficulties
      encountered during the course of the audit and reviews, including any
      restrictions on the scope of the work or access to required information
      and the cooperation that the independent auditor received during the
      course of the audit and review;

| | (v)    | to discuss with the Chief Financial Officer any matters
      related to the financial affairs of the Corporation;                                                                                                                                                                                                                                                                     
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                        
| | (vi)   | to discuss with the Corporations management any
      significant legal matters that may have a material effect on the financial
      statements, the Corporations compliance policies, including material
      notices to or inquiries received from governmental agencies;                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                        
| | (vii)  | to periodically review with management the need for an
      internal audit function; and                                                                                                                                                                                                                                                                                              
| |        |                                                                                                                                                                                                                                                                                                                                                                                        
| | (viii) | to review, and discuss with the Corporations Chief
      Executive Officer and Chief Financial Officer the procedure with respect
      to the certification of the Corporations financial statements pursuant to
      National Instrument 52-109 Certification of Disclosure in Issuers Annual and
      Interim Filingsand any other applicable law or stock exchange
      rule.

| | 3. | with respect to reporting and
  recommendations,
| | -- | ------------------------------------------------

| | (i)   | to prepare/review any report or other financial
      disclosures to be included in the Corporations annual information form
      and management information circular;                                                                                                                                                           
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                    
| | (ii)  | to review and recommend to the Board of Directors for
      approval, the interim and audited annual financial statements of the
      Corporation, managements discussion and analysis of the financial
      conditions and results of operations (MD&A) and the press releases
      related to those financial statements;    
| |       |                                                                                                                                                                                                                                                                                                                                    
| | (iii) | to review and recommend to the Board of Directors for
      approval, the annual report, managements assessment on internal controls
      and any other like annual disclosure filings to be made by the Corporation
      under the requirements of securities laws or stock exchange rules
      applicable to the Corporation;
| |       |                                                                                                                                                                                                                                                                                                                                    
| | (iv)  | to review and reassess the adequacy of the procedures in
      place for the review of the Corporations public disclosure of financial
      information extracted or derived from the Corporations financial
      statements, other than the public disclosure referred to in paragraph
      3(ii) above;                     
| |       |                                                                                                                                                                                                                                                                                                                                    
| | (v)   | to prepare Audit Committee report(s) as required by
      applicable regulators;                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                    
| | (vi)  | to review this Charter at least annually and recommend
      any changes to the Board of Directors; and                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                    
| | (vii) | to report its activities to the Board of Directors on a
      regular basis and to make such recommendations with respect to the above
      and other matters as the Audit Committee may deem necessary or
      appropriate.                                                                                                     

| | 4. | to review, discuss with management, and approve all
      related party transactions;
| | -- | -------------------------------------------------------------------------------------

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| | 5. | to create an agenda for the ensuing year;                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 6. | to review quarterly expenses of the Chief Executive
      Officer;                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 7. | to establish and reassess the adequacy of the procedures
      for the receipt, retention and treatment of any complaint received by the
      Corporation regarding accounting, internal accounting controls or auditing
      matters, including procedures for the confidential anonymous submissions
      by employees of concerns regarding questionable accounting or auditing
      matters in accordance with applicable laws and regulations; and
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | 8. | to set clear hiring policies regarding partners,
      employees and former partners and employees of the present and, as the
      case may be, former external auditor of the
Corporation.                                                                                                                                                                                                                                                               

|V. | RESOURCES AND AUTHORITY OF THE AUDIT
      COMMITTEE
|-- | ----------------------------------------------------

The Audit Committee shall have the
resources and authority appropriate to discharge its responsibilities, as it
shall determine, including the authority to engage the external auditor for
special audits, reviews and other procedures and to retain special counsel and
other experts or consultants. The Audit Committee shall have the sole authority
(subject to the Board of Directors approval) to determine the terms of
engagement and the extent of funding necessary (and to be provided by the
Corporation) for payment of (a) compensation to the Corporations external
auditor engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Corporation, (b) any
compensation to any advisors retained to advise the Audit Committee and (c)
ordinary administrative expenses of the Audit Committee that are necessary or
appropriate in carrying out its duties.

|VI. | ANNUAL EVALUATION
|--- | -----------------

At least annually, the Audit Committee
shall, in a manner it determines to be appropriate:

| |  | perform a review and evaluation of the performance of the
      Audit Committee and its members, including the compliance with this Chart;
      and                               
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Review and assess the adequacy of its Charter and
      recommend to the Board of Directors any improvements to this Charter that
      the Committee determines to be appropriate.

This Charter was approved and ratified by the Board of
Directors on April 30, 2014.

This Charter was reviewed and approved by the Audit
Committee on March 20, 2017.

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