Underwriting AgreementUnderwriting Agreement • July 5th, 2019 • Osisko Gold Royalties LTD • Gold and silver ores • Ontario
CIBC World Markets Inc. and BMO Nesbitt Burns Inc., as joint lead underwriters (the “Lead Underwriters”), and Desjardins Securities Inc., National Bank Financial Inc., Raymond James Ltd., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., Cormark Securities Inc. and Paradigm Capital Inc. (together with the Lead Underwriters, the “Underwriters”) understand that Betelgeuse LLC (the “Selling Shareholder”) proposes to sell an aggregate of 7,850,000 Common Shares (as hereinafter defined) (the “Firm Shares”) of Osisko Gold Royalties Ltd (the “Company”) to the Underwriters. Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Selling Shareholder, in the respective percentages provided for in Article XIV hereof, and by its acceptance hereof, the Selling Shareholder agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all of the Firm Shar
