Osisko Gold Royalties Ltd (TSX:OR) entered into a non-binding letter of intent to acquire the remaining 67.4% stake in Barkerville Gold Mines Ltd. (TSXV:BGM) for approximately CAD 220 million on September 8, 2019. As per the terms, each shareholder of Barkerville will receive 0.035 common shares of Osisko for each share of Barkerville held. As of September 23, 2019, Osisko Gold Royalties Ltd entered into a definitive agreement to acquire the remaining 67.4% stake in Barkerville Gold Mines Ltd. for approximately CAD 220 million. Under the terms of the arrangement, each shareholder of Barkerville will receive 0.0357 common shares of Osisko for each share of Barkerville held. The Exchange Ratio implies consideration of CAD 0.58 per Barkerville share. Post completion, Barkerville Gold Mines will operate as a wholly owned subsidiary of Osisko Gold Royalties. It is anticipated that Osisko will apply to the applicable Canadian securities regulators to have Barkerville cease to be a reporting issuer and have the Barkerville shares delisted from the TSXV as soon as practicable following completion of the arrangement. Upon completion of the transaction, current Osisko and Barkerville shareholders will hold approximately 91% and 9% of Osisko shares outstanding, respectively. Barkerville has agreed to pay a termination fee of CAD 9.8 million to Osisko upon the occurrence of certain events. Upon completion of the deal, it is expected that the management and Board of Directors (BOD) of the combined company will be the current management and BOD, respectively, of Osisko.

The transaction will require the approval of Barkerville Shareholders at a special meeting expected to take place in November 2019. The transaction is subject to the approval by at least 66.67% of the votes cast by Barkerville Shareholders. The transaction is subject to TSX and NYSE approving the listing of the Osisko shares to be issued. Directors and officers of Barkerville and certain Barkerville Shareholders holding approximately 17.9% of the issued and outstanding Barkerville Shares have entered into voting and support agreements with Osisko in support of the arrangement, Barkerville Shareholders holding no more than 10% of the outstanding Barkerville Shares will have exercised the Dissent Rights. The deal is also subject to Osisko shares to be issued in the United States pursuant to the arrangement being exempt from registration requirements of the U.S. Securities, regulatory and third party approval and approval by Supreme Court of British Columbia. The board of directors of Barkerville and Osisko have unanimously approved the arrangement. As on October 11, 2019, Barkerville has been granted an interim order from the Supreme Court of British Columbia authorizing holding of a special meeting of Barkerville shareholders on November 15, 2019. The transaction has been approved by the shareholders of Barkerville on November 15, 2019. The arrangement was negotiated on behalf of Osisko by a special committee of independent Directors of Osisko. The hearing for the final order of the Supreme Court of British Columbia to approve the Arrangement is scheduled to take place on November 19, 2019. As of November 20, 2019, the Supreme Court of British Columbia granted a final order in respect of the transaction. The transaction is anticipated to be completed on November 21, 2019. The transaction is meaningfully accretive on a net asset value basis for Osisko.

National Bank Financial, Inc. acted as financial advisor to Osisko. Sander A.J.R. Grieve of Bennett Jones LLP acted as legal advisor to Osisko. John Turner, Mark Pontin and Gesta Abols of Fasken Martineau DuMoulin LLP acted as legal advisors for Barkerville and the Barkerville Special Committee. Maxit Capital LP and PI Financial Corp. acted as financial advisors and provided fairness opinion to Barkerville's Special Committee and Board of Directors. Computershare Investor Services Inc. acted as depositary and transfer agent for Barkerville. Laurel Hill Advisory Group, LLC will provide strategic advisory and proxy solicitation services to Barkerville. Laurel Hill will receive a fee of CAD 40,000. PI Financial Corp. received fee of CAD 0.25 million for rendering its opinion.