Osisko Gold Royalties Ltd  (TSX:OR) (NYSE:OR) is pleased to report that the Corporation’s wholly-owned subsidiary, Osisko Bermuda Limited, closed the previously announced silver purchase agreement and copper purchase agreement  with Metals Acquisition Limited (NYSE:MTAL) concurrently with the closing of the acquisition by MAC of the producing CSA mine in New South Wales, Australia from a subsidiary of Glencore plc. The closing date of the Metals Stream and Acquisition Transaction was June 15, 2023.

TRANSACTION HIGHLIGHTS

• Immediately Enhances Osisko’s Cash Flow
  • Starting with an effective date of February 1, 2023, OBL will purchase refined silver equal to 100% of payable silver for the life of the Mine. Between 2023-2025, MAC estimates annual payable silver production from the Mine to average ~428koz.
  • Beginning on the first anniversary of the Closing Date, OBL will purchase refined copper equal to between 3.0% and 4.875% of payable copper until 33,000 metric tonnes of refined copper have been delivered, and 2.25% thereafter for the remaining life of the Mine. Between 2023-2025, MAC estimates annual payable copper production from the Mine to average ~46,000 metric tonnes.
• Exposure to Premium Copper Asset in a Tier 1 Mining Jurisdiction
  • One of the highest-grade copper mines in Australia with a multi-decade operating history of consistent production.
  • Track-record of reserve and resource replacement, with greater than 100% of mined reserves having been replaced since 2011.
  • Recent investments of approximately US$130 million support potential mine life extensions beyond 15 years.
• Near-Term Opportunities to Extend Mine Life and Enhance Value
  • Significant exploration potential from both near-mine and regional targets along a highly prospective geological trend.
  • Several areas identified to improve efficiencies, optimize operations and rationalize costs.
  • Significant resource and mine life upside by potentially lowering the cut-off grade.
• Experienced Management Team with Track-Record of Creating Value for Stakeholders
  • Proven Australian mining professionals with extensive mining experience and a track-record of value creation for stakeholders.
  • Partnership opportunities on future strategic activity, as well as a right of first refusal in favour of OBL on royalties or streams on any asset owned or acquired by MAC for a minimum of seven years following the Closing Date.

METALS STREAMS DETAILS

Silver Stream

• OBL has made an upfront cash deposit to MAC of US$75 million.
• OBL will purchase an amount of refined silver equal to 100% of the payable silver produced from CSA for the life of the Mine and will make ongoing payments for refined silver delivered equal to 4% of the spot silver price at the time of delivery. Between 2023-2025, MAC estimates payable silver production from the Mine to average ~428koz per annum.

Copper Stream

• OBL has made an upfront cash deposit to MAC of US$75 million.
• OBL will purchase refined copper equal to the following amounts of payable copper produced from CSA (the “Copper Stream Quantity”):
  1. from the Closing Date until the 1^st anniversary of the Closing Date, nil;
  2. from the 1^st anniversary of the Closing Date to the 5^th anniversary of the Closing Date, 3.00% (the “First Threshold Stream”);
  3. from the 5^th anniversary of the Closing Date until 33,000 metric tonnes of refined copper have been delivered to OBL, 4.875% (the “Second Threshold Stream”); and
  4. thereafter, 2.25% for the remaining life of the Mine (the “Tail Stream”).

Between 2023-2025, MAC estimates payable copper production from the Mine to average ~46,000 metric tonnes per annum.

• OBL will make ongoing payments for refined copper delivered equal to 4% of the spot copper price at the time of delivery.
• On the 5^th anniversary of the Closing Date, MAC may elect to exercise one of two buy-down options with respect to the Copper Stream (the “Buy-Down Option”):
  1. reduce the Second Threshold Stream from 4.875% to 3.25% and the Tail Stream from 2.25% to 1.50% and reduce the threshold volume between the Second Threshold Stream and the Tail Stream from 33,000 metric tonnes to 23,900 metric tonnes by paying a one-time cash payment to OBL of US$40 million; or
  2. reduce the Second Threshold Stream from 4.875% to 4.0625% and the Tail Stream from 2.25% to 1.875% and reduce the threshold volume between the Second Threshold Stream and the Tail Stream from 33,000 metric tonnes to 28,450 metric tonnes by paying a one-time cash payment to OBL of US$20 million.

Other Considerations:

• MAC has granted OBL a ROFR in respect of the sale, transfer or buy-back of any royalty, stream or similar interest in the products mined or otherwise extracted from any property owned or acquired by MAC or an affiliate between the Closing Date and the later of (i) the 7^th anniversary of the Closing Date and (ii) the date on which OBL or any affiliate ceases to hold or control more than 5% of the issued and outstanding common shares of MAC.
• MAC and its subsidiaries will provide OBL with corporate guarantees and other security over their assets.
• In conjunction with the Metals Streams, OBL subscribed for US$40 million in the equity of MAC.

CSA MINE OVERVIEW

CSA is a high-grade, long-life, underground copper-silver mine located approximately 12km west-northwest of the town of Cobar in New South Wales, Australia. The Mine is comprised of several mining and exploration leases in a proven poly-metallic base metals province. CSA was first discovered in the 1870’s, and large-scale production commenced in the mid 1960’s.

Since 2019, Glencore has invested approximately US$130 million in infrastructure improvements to reduce costs and position the mine for future growth. Major projects included ventilation upgrades, shaft refurbishment, mill replacements, processing circuit optimization and construction of an on-site paste backfill plant. These infrastructure projects will support potential mine life extensions beyond 15 years.

CSA is located along a highly prospective geological trend that is known to host major deposits in the Cobar region. In recent years, near-mine exploration has led to the discovery of the QTS Central orebody and the QTS South Upper orebody and highlights the potential for additional high value deposits close to existing infrastructure. Exploration success has led to mineral reserves increasing by approximately 83kt of contained copper since 2011, despite cumulative production of over 540kt of contained copper since that time. Drilling is ongoing on multiple mineralized lodes. On the broader CSA land package, there has been limited historical drilling completed. Recent exploration focus has been on the implementation of high-resolution geophysical surveys and structural modelling to create a sustainable exploration model in support of future drilling campaigns.

CSA is the largest employer in the Cobar region and enjoys strong relationships with local stakeholders. The Mine has a number of environmental programs in place to ensure best practices are followed and has committed to working towards reducing carbon emissions from operations through utilizing an electric mining fleet where possible and evaluating green energy alternatives.

About Metals Acquisition Limited

MAC is a company focused on operating and acquiring metals and mining businesses in high quality, stable jurisdictions that are critical in the electrification and decarbonization of the global economy.

Qualified Person

The scientific and technical content of this news release has been reviewed and approved by Guy Desharnais, Ph.D., P.Geo., Vice President, Project Evaluation at Osisko Gold Royalties Ltd, who is a “qualified person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

About Osisko Gold Royalties Ltd.

Osisko Gold Royalties Ltd is an intermediate precious metal royalty company which holds a North American focused portfolio of over 180 royalties, streams and precious metal offtakes. Osisko’s portfolio is anchored by its cornerstone asset, a 5% net smelter return royalty on the Canadian Malartic mine, one of Canada’s largest gold mines.