OSISKO GOLD ROYALTIES LTD ANNUAL INFORMATION FORM
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2023
DATED AS OF MARCH 26, 2024
TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ............................... 3
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING PREPARATION OF FINANCIAL
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING THE USE OF MINERAL RESERVE
CORPORATE STRUCTURE ..................................................................................................................... 12
DESCRIPTION OF BUSINESS ................................................................................................................. 13
GENERAL DEVELOPMENT OF OSISKO'S BUSINESS ......................................................................... 21
RISK FACTORS ........................................................................................................................................ 23
MATERIAL MINERAL PROJECT ............................................................................................................. 40
DIVIDENDS ................................................................................................................................................ 41
DESCRIPTION OF CAPITAL STRUCTURE ............................................................................................. 41
MARKET FOR SECURITIES ..................................................................................................................... 44
DIRECTORS AND OFFICERS .................................................................................................................. 46
LEGAL PROCEEDINGS AND REGULATORY ACTIONS ....................................................................... 53
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ................................. 53
TRANSFER AGENTS AND REGISTRARS .............................................................................................. 53
MATERIAL CONTRACTS ......................................................................................................................... 54
INTERESTS OF EXPERTS ....................................................................................................................... 54
ADDITIONAL INFORMATION ................................................................................................................... 54
AUDIT AND RISK COMMITTEE ............................................................................................................... 55
SCHEDULE A AUDIT AND RISK COMMITTEE CHARTER .................................................................... 58
SCHEDULE B - TECHNICAL INFORMATION UNDERLYING THE CANADIAN MALARTIC
COMPLEX .................................................................................................................................... 64
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GENERAL MATTERS
The information contained in this Annual Information Form, unless otherwise indicated, is given as of December 31, 2023, with specific updates post-financial year end where specifically indicated. More current information may be available on Osisko Gold Royalties Ltd's website atwww.osiskogr.com,on SEDAR+ atwww.sedarplus.ca and on EDGAR atwww.sec.gov.In addition, Osisko Gold Royalties Ltd generally maintain supporting materials on its 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" or "Corporation" refers to Osisko Gold Royalties Ltd and its subsidiaries.
For reporting purposes, Osisko presents its financial statements in Canadian dollars and in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").
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 "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 statements"
within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, the "forward-looking statements"). Any statement that involves, without limitation, predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events, production estimates (including increase of production) of Osisko's assets (including any estimate of gold equivalent ounces to be received for any future period), timely developments of mining properties over which Osisko has royalties, streams, offtakes and investments, management's expectations regarding Osisko growth, results of operations, estimated future revenues, production costs, carrying value of assets, ability to continue to pay dividends, requirements for additional capital, business prospects and opportunities, future demand for and fluctuation of prices of commodities (including outlook on gold, silver, diamonds, other commodities), currency markets and general market conditions are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking information. In addition, statements and estimates (including data in tables) relating to mineral reserves and 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. Statements that are not historical facts and which are generally, but not always, identified by words such as "expects", or "does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "potential", "feasibility", "believes", "intends" or "projects", and similar expressions or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved may be forward-looking statements and are intended to identify forward-looking information. This Annual Information Form contains the forward-looking information pertaining to, among other things: the performance of the assets of Osisko, any estimate of gold equivalent ounces to be received, the realization of the anticipated benefits deriving from Osisko's investments and transactions, the actual results of exploration and development activities and Osisko's ability to seize future opportunities. 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: (i)with respect to properties in which Osisko holds a royalty, stream or other interest; risks related to: (a) the operators of the properties, (b) timely development, permitting, construction, commencement of production, ramp-up (including operating and technical challenges), (c) differences in rate and timing of production from resource estimates or production forecasts by operators, (d) differences in conversion rate from resources to reserves and ability to replace resources, (e) the unfavorable outcome of any challenges or litigation relating title, permit or license, (f) hazards and uncertainty associated with the business of exploring, development and mining 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; (ii) with respect to external factors: (a) fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by Osisko, (b) fluctuations in the value of the Canadian dollar relative to the U.S. dollar, (c) regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies; regulations and political or economic developments in any of the countries where properties in which Osisko holds a royalty, stream or other interest are located or through which they are held, (d) continued availability of capital and financing and general economic, market or business conditions, and (e) responses of relevant governments to any health epidemic, pandemic and other outbreak of infectious disease and the effectiveness of such response and the potential impact of any health epidemic, pandemic and other outbreak of infectious disease on Osisko's business, operations and financial condition; and (iii) with respect to internal factors: (a) business opportunities that may or not become available to, or are pursued by Osisko or (b) the integration of acquired assets. The forward-looking statements contained in this Annual Information Form are based upon assumptions management believes to be reasonable, including, without limitation: (I) the absence of significant change in the Corporation's ongoing income and assets relating to determination of its "passive foreign investment company" status ("PFIC") as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended, (II) the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended and, with respect to properties in which Osisko holds a royalty, stream or other interest, (III) the ongoing operation of the properties by the owners or operators of such properties in a manner consistent with past practice and with public disclosure (including forecast of production), (IV) the accuracy of public statements and disclosures made by the owners or operators of such underlying properties (including expectations for the development of underlying properties that are not yet in production), (V) no adverse development in respect of any significant property, (VI) that statements and estimates relating to mineral reserves and resources by owners and operators are accurate and (VII) the implementation of an adequate plan for integration of acquired assets.
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.
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. 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
PREPARATION OF FINANCIAL INFORMATION
As a Canadian company, Osisko prepares its financial statements in accordance with IFRS Accounting Standards. Consequently, all of the financial statements and financial information of Osisko is prepared in accordance with IFRS Accounting Standards, which are materially different than financial statements and financial information prepared in accordance with U.S. generally accepted accounting principles.
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 information regarding mineral properties, mineralization and estimates of mineral reserves and mineral resources in accordance Canadian reporting requirements, which are governed by NI 43-101. As such, the information contained in this Annual Information Form concerning mineral properties, mineralization and estimates of mineral reserves and mineral resources is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.
CAUTIONARY STATEMENT REGARDING THIRD PARTY INFORMATION
The disclosure in this Annual Information Form relating to the properties in which Osisko holds royalties, streams or other interests and the operations on such properties is based on information publicly disclosed by the owners or operators of these properties and information or data available in the public domain as at March 26, 2024 (except where stated otherwise), and none of this information or data has been independently verified by Osisko. As a holder of royalties, streams and other interests, Osisko generally has limited, if any, access to the properties included in or relating to its asset portfolio. Therefore, in preparing disclosure pertaining to the properties in which Osisko holds royalties, streams or other interests and the operations on such properties, Osisko is dependent on information publicly disclosed by the owners or operators of these properties and information or data available in the public domain and generally has limited or no ability to independently verify such information or data. Although Osisko has no knowledge that such information or data is incomplete or inaccurate, there can be no assurance that such third party information or data is complete or accurate. Additionally, some information or data publicly reported by the owners or operators may relate to a larger property than the area covered by the royalties, streams or other interests of Osisko. Sometimes, the royalties, streams or other interests of Osisko cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, mineral resources or production of a property.
NON-IFRS FINANCIAL PERFORMANCE MEASURES
The Corporation has included certain performance measures in this Annual Information Form that do not have any standardized meaning prescribed by IFRS Accounting Standards including (i) cash margin (in dollars and in percentage of revenues), (ii) adjusted earnings (loss) and (iii) adjusted earnings (loss) per basic share. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. These measures are not necessarily indicative of operating profit or cash flows from operations as determined under IFRS Accounting Standards. As Osisko's operations are primarily focused on precious metals, the Corporation presents cash margins and adjusted earnings as it believes that certain investors use this information, together with measures determined in accordance with IFRS Accounting Standards, to evaluate the Corporation's performance in comparison to other companies in the precious metals mining industry who present results on a similar basis. However, other companies may calculate these non-IFRS measures differently. For information regarding the non-IFRS financial measures used by Osisko, see "Non-IFRS Financial Performance Measures" in Osisko's management's discussion and analysis for the year ended December 31, 2023, which section is incorporated by reference herein. The financial statements and management's discussion and analysis of Osisko are available on SEDAR+ atwww.sedarplus.ca.
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 exchange rates provided by the Bank of Canada:
Year Ended December 31 | |||
2023 | 2022 | 2021 | |
($C) | ($C) | ($C) | |
High | 1.3875 | 1.3856 | 1.2942 |
Low | 1.3128 | 1.2451 | 1.2040 |
Average rate for period | 1.3497 | 1.3013 | 1.2535 |
Rate at end of period | 1.3226 | 1.3544 | 1.2678 |
On March 26, 2024, the exchange rate for one U.S. dollar expressed in Canadian dollars as reported by the Bank of Canada, was $1.3572.
GLOSSARY OF TERMS
In this Annual Information Form, the following capitalized words and terms shall have the following meanings:
"2023 NCIB Program" means the Corporation's Normal Course Issuer Bid program for 2023.
"2024 NCIB Program" means the Corporation's Normal Course Issuer Bid program for 2024. "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.
"associate" has the meaning ascribed in the Securities Act (Québec), unless stated otherwise.
"Au" is the chemical symbol for gold.
"Canadian Malartic Complex" means the Canadian Malartic Mine and the Odyssey Underground Mine.
"Canadian Malartic Mine" means the Canadian Malartic and Barnat open pit mines.
"Canadian Malartic Report" has the meaning ascribed under "Schedule B - Technical Information Underlying the Canadian Malartic Complex".
"Canadian Malartic Royalty" has the meaning ascribed under the heading "Material Mineral Project - The Canadian Malartic Royalty".
"Canadian Malartic Royalty Agreement" means the amended and restated net smelter return royalty agreement dated June 16, 2014 between Osisko and Agnico, as successor to Canadian Malartic GP.
"Cascabel Royalty" has the meaning ascribed under the heading "General Development of Osisko's Business - Cascabel Royalty".
"CIM" means the Canadian Institute of Mining, Metallurgy and Petroleum.
"CIM Standards" means the CIM Definition Standards for Mineral Resources and Mineral Reserves, adopted in 2014 and prepared by the CIM Standing Committee on Reserve Definitions.
"Conflict of Interest and Related Party Transaction Policy" means the conflict of interest and related party transaction policy adopted on November 9, 2022 by the Osisko Board and as amended from time to time.
"CRA" means the Canada Revenue Agency.
"Credit Facility" means the revolving credit facility of $550 million with a syndicate of financial institutions with a maturity date of September 29, 2026, including an additional uncommitted accordion of up to $200 million for a total availability of up to $750 million.
"CSA Acquisition Transaction" has the meaning ascribed under the heading "General Development of Osisko's Business -CSA Silver Stream".
"CSA Copper Stream" has the meaning ascribed under the heading "General Development of Osisko's Business - CSA Copper Stream - CSA Mine".
"CSA Mine" has the meaning ascribed under the heading "General Development of Osisko's Business - CSA Silver Stream".
"CSA Silver Deposit" has the meaning ascribed under the heading "General Development of Osisko's Business - CSA Silver Stream".
"CSA Silver Stream" has the meaning ascribed under the heading "General Development of Osisko's Business - CSA Silver Stream".
"Cu" is the chemical symbol for copper.
"Dividend Reinvestment Plan" means Osisko's dividend reinvestment plan.
"EDGAR" means the Electronic Data Gathering, Analysis and Retrieval system.
"ESG" means environmental, social and governance.
"Falco" means Falco Resources Ltd.
"forward-looking statements" has the meaning ascribed under the heading "Cautionary Statement Regarding Forward-Looking Statements".
"GEOs" means gold equivalent ounces; GEOs are calculated on a quarterly basis and include royalties and streams; silver earned from royalty and stream agreements are 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; diamonds, other metals and cash royalties are converted into gold equivalent ounces by dividing the associated revenue by the average gold price for the period.
"Gibraltar" has the meaning ascribed under the heading "Description of Business - Gibraltar Silver Stream Amendments".
"Gibraltar Silver Stream" has the meaning ascribed under the heading "Description of Business - Gibraltar Silver Stream Amendments".
"g/t" means gram per tonne.
"Hot Chili" means Hot Chili Limited.
"IFRS Accounting Standards" has the meaning ascribed under the heading "General Matters".
"IRS" means the U.S. Internal Revenue Service.
"IT" means information technology.
"Metals Acquisition" means Metals Acquisition Limited.
"mineralization" means rock containing an undetermined amount of minerals or metals.
"Mt" means million tonnes (metric tons).
"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects (or Regulation 43-101 respecting Standards of Disclosure for Mineral Projects in 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).
"NSR" means net smelter return.
"NYSE" means the New York Stock Exchange.
"OBL" means Osisko Bermuda Limited, a wholly-owned subsidiary of Osisko.
"ODV Shares" means common shares in the share capital of Osisko Development.
"Odyssey Underground Mine" means the East Gouldie deposit, the Odyssey South deposit, the Odyssey North deposit and the East Malartic deposit.
"Osisko" or "Corporation" has the meaning ascribed under the heading "General Matters".
"Osisko Arrangement" has the meaning ascribed under "Schedule B - Technical Information Underlying the Canadian Malartic Complex".
"Osisko Board" or "Board of Directors" means the board of directors of Osisko, as the same is constituted from time to time.
"Osisko Development" means Osisko Development Corp.
"Osisko DSU Plan" means Osisko's Deferred Share Unit Plan.
"Osisko DSUs" means Osisko's Deferred Share Units granted under the DSU Plan.
"Osisko Mining" means Osisko Mining Inc.
"Osisko Options" means the outstanding options to purchase Osisko Shares granted under the stock option plan of Osisko or otherwise granted 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 granted under the Osisko RSU Plan.
"Osisko RSU Plan" means Osisko's Restricted Share Unit Plan.
"Osisko Shareholders" means the holders of Osisko Shares.
"Osisko Shares" means common shares in the share capital of Osisko. "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.
"Renard Diamond Mine" means the Renard diamond mine located in north-central Québec, which is held by SDCI.
"SDCI" means Stornoway Diamonds (Canada) Inc., the current holder of the Renard Diamond Mine.
"SEC" means the United States Securities and Exchange Commission.
"SEDAR+" means the System for Electronic Data Analysis and Retrieval +.
"SolGold" means SolGold plc.
"SOX" means the Sarbanes-Oxley Act of 2002.
"Stornoway" means Stornoway Diamond Corporation or, if the context requires, SDCI. "t" means tonne.
"Taseko" means Taseko Mines Limited. "tpd" means tonnes per day.
"TSX" means the Toronto Stock Exchange.
"U.S. Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.
"Yamana" means Yamana Gold Inc.
"Yamana Transaction" has the meaning ascribed under "Schedule B - Technical Information Underlying the Canadian Malartic Complex".
"Zn" is the chemical symbol for zinc.
NI 43-101 Definitions
"Indicated Mineral Resource"
Refers to that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. The estimate is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation.
"Inferred Mineral Resource"
Refers to that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. The estimate is based on limited information and sampling gathered through appropriate sampling techniques from locations such as outcrops, trenches, pits, workings and drill holes.
"Measured Mineral Resource"
Refers to that part of a Mineral Resource for which quantity grade or quality, densities, shape and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors, to support detailed mine planning and final evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing sufficient to confirm both geological and grade or quality continuity between points of observation.
"Mineral Reserve"
A Mineral Reserve is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.
Mineral Reserves are categorized as follows on the basis of the degree of confidence in the estimate of the quantity and grade of the deposit: Probable Mineral Reserves and Proven Mineral Reserves.
"Mineral Resource"
A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction.
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Osisko Gold Royalties Ltd. published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 21:51:28 UTC.
