UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number: 001-37814
OSISKO GOLD ROYALTIES LTD
(Translation of registrant's name into English)
1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Qc H3B 2S2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [X] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OSISKO GOLD ROYALTIES LTD | |
| (Registrant) |
| Date: February 19, 2025 | By: | /s/ André Le Bel |
| André Le Bel | ||
| Title: | Vice President, Legal Affairs and Corporate Secretary |

Consolidated Financial Statements
For the years
ended
December 31, 2024 and 2023
| Osisko Gold Royalties Ltd Consolidated Financial Statements |
Management's Report on Internal Control over Financial Reporting
Osisko Gold Royalties Ltd's (the "Company's") management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (United States), as amended.
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as at December 31, 2024. The Company's management conducted an evaluation of the Company's internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the Company's management's assessment, the Company's internal control over financial reporting is effective as at December 31, 2024.
The effectiveness of the Company's internal control over financial reporting as at December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is located on the next pages.
| (signed) Jason Attew | (signed) Frédéric Ruel |
| President, Chief Executive Officer and Director | Vice President, Finance and Chief Financial Officer |
February 19, 2025

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Osisko Gold Royalties Ltd
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Osisko Gold Royalties Ltd and its subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of income (loss), of comprehensive loss, of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed its presentation currency from Canadian dollars to U.S. dollars in 2024.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
PricewaterhouseCoopers LLP
1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1
T.: +1 514 205 5000, F.: +1 514 876 1502, Fax to mail: ca_montreal_main_fax@pwc.com
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of impairment indicators of royalty, stream and other interests
As described in Notes 3, 5 and 12 to the consolidated financial statements, the Company's royalty, stream and other interests carrying amount was $1,114 million as of December 31, 2024. Management assesses at each reporting date whether there are indicators that the carrying amount may not be recoverable, which give rise to the requirement to conduct a formal impairment test. Impairment is assessed at the cash-generating unit (CGU) level, which is usually at the individual royalty, stream and other interests level for each property from which cash inflows are generated. Management uses judgement when assessing whether there are indicators of impairment, including a significant change in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant change in current or forecast commodity prices and other relevant operator and financial information.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of royalty, stream and other interests is a critical audit matter are (i) the judgement by management when assessing whether there were indicators of impairment which would require a formal impairment test to be performed; and (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures to evaluate audit evidence related to management's assessment of impairment indicators related to a significant change in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant change in current or forecast commodity prices and other relevant operator and financial information.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's assessment of impairment indicators of royalty, stream and other interests. These procedures also included, among others, evaluating the reasonableness of management's assessment of impairment indicators for a sample of royalty, stream and other interests, related to a significant change in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant change in current or forecast commodity prices and other relevant operator and financial information by considering (i) current and past performance of royalty, stream and other interests; (ii) consistency with external market and industry data; (iii) publicly disclosed or other relevant information of operators of royalty, stream and other interests; and (iv) consistency with evidence obtained in other areas of the audit.
/s/PricewaterhouseCoopers LLP
Montréal, Canada
February 19, 2025
We have served as the Company's auditor since 2006.
| Osisko Gold Royalties Ltd Consolidated Balance Sheets As at December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| December 31, | December 31, | January 1, | ||||||||
| 2024 | 2023 | 2023 | ||||||||
| Notes | $ | $ | $ | |||||||
| Restated (Note 2) | Restated (Note 2) | |||||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash | 6 | 59,096 | 51,204 | 66,853 | ||||||
| Short-term investments | 7 | - | 6,200 | - | ||||||
| Amounts receivable | 8 | 3,106 | 4,750 | 8,640 | ||||||
| Other assets | 9 | 1,612 | 1,392 | 1,880 | ||||||
| 63,814 | 63,546 | 77,373 | ||||||||
| Non-current assets | ||||||||||
| Investments in associates | 10 | 43,262 | 87,444 | 236,081 | ||||||
| Other investments | 11 | 74,043 | 70,335 | 54,268 | ||||||
| Royalty, stream and other interests | 12 | 1,113,855 | 1,174,298 | 1,017,582 | ||||||
| Goodwill | 13 | 77,284 | 84,081 | 82,102 | ||||||
| Other assets | 9 | 5,376 | 6,768 | 6,484 | ||||||
| 1,377,634 | 1,486,472 | 1,473,890 | ||||||||
| Liabilities | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued liabilities | 14 | 5,331 | 6,205 | 5,041 | ||||||
| Dividends payable | 17 | 8,433 | 8,409 | 7,472 | ||||||
| Lease liabilities | 15 | 852 | 849 | 680 | ||||||
| 14,616 | 15,463 | 13,193 | ||||||||
| Non-current liabilities | ||||||||||
| Lease liabilities | 15 | 3,931 | 5,201 | 4,948 | ||||||
| Long-term debt | 16 | 93,900 | 145,080 | 109,231 | ||||||
| Deferred income taxes | 19 | 76,234 | 72,797 | 63,917 | ||||||
| 188,681 | 238,541 | 191,289 | ||||||||
| Equity | ||||||||||
| Share capital | 17 | 1,675,940 | 1,658,908 | 1,642,855 | ||||||
| Contributed surplus | 63,567 | 62,331 | 60,764 | |||||||
| Accumulated other comprehensive loss | (141,841 | ) | (84,816 | ) | (101,659 | ) | ||||
| Deficit | (408,713 | ) | (388,492 | ) | (319,359 | ) | ||||
| 1,188,953 | 1,247,931 | 1,282,601 | ||||||||
| 1,377,634 | 1,486,472 | 1,473,890 |
APPROVED ON BEHALF OF THE BOARD
| (signed) Norman MacDonald, Chair of the Board of Directors | (signed) Joanne Ferstman, Director |
| Osisko Gold Royalties Ltd Consolidated Statements of Income (Loss) For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
| 2024 | 2023 | |||||||
| Notes | $ | $ | ||||||
| Restated (Note 2) | ||||||||
| Revenues | 20 | 191,157 | 183,228 | |||||
| Cost of sales | 20 | (6,738 | ) | (12,335 | ) | |||
| Depletion | 20 | (32,607 | ) | (41,801 | ) | |||
| Gross profit | 151,812 | 129,092 | ||||||
| Other operating expenses | ||||||||
| General and administrative | 20 | (18,298 | ) | (24,344 | ) | |||
| Business development | 20 | (5,632 | ) | (4,574 | ) | |||
| Impairment of royalty and stream interests | 20 | (49,558 | ) | (35,711 | ) | |||
| Operating income | 78,324 | 64,463 | ||||||
| Interest income | 4,153 | 5,061 | ||||||
| Finance costs | (7,966 | ) | (14,031 | ) | ||||
| Foreign exchange (loss) gain | (4,424 | ) | 1,134 | |||||
| Share of (loss) income of associates | (30,025 | ) | 5,937 | |||||
| Other losses, net | 20 | (9,920 | ) | (90,201 | ) | |||
| Earnings (loss) before income taxes | 30,142 | (27,637 | ) | |||||
| Income tax expense | 19 | (13,875 | ) | (9,789 | ) | |||
| Net earnings (loss) | 16,267 | (37,426 | ) | |||||
| Net earnings (loss) per share | ||||||||
| Basic and diluted | 22 | 0.09 | (0.20 | ) | ||||
| Osisko Gold Royalties Ltd Consolidated Statements of Comprehensive Loss For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| 2024 | 2023 | |||||
| $ | $ | |||||
| Restated (Note 2) | ||||||
| Net earnings (loss) | 16,267 | (37,426 | ) | |||
| Other comprehensive (loss) income | ||||||
| Items that will not be reclassified to the consolidated statement of income (loss) | ||||||
| Changes in fair value of financial assets at fair value through other comprehensive income | (4,778 | ) | 4,397 | |||
| Income tax effect | 918 | 535 | ||||
| Share of other comprehensive loss of associates | (1,795 | ) | (2,457 | ) | ||
| Items that may be reclassified to the consolidated statement of income (loss) | ||||||
| Currency translation adjustments | (54,425 | ) | 19,671 | |||
| Disposal of investments in associates | ||||||
| Reclassification to the statements of income (loss) of other comprehensive income, net of income tax | - | (834 | ) | |||
| Share of other comprehensive income (loss) of associates | 2,258 | (2,621 | ) | |||
| Other comprehensive (loss) income | (57,822 | ) | 18,691 | |||
| Comprehensive loss | (41,555 | ) | (18,735 | ) | ||
| Osisko Gold Royalties Ltd Consolidated Statements of Cash Flows For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| 2024 | 2023 | |||||||
| Notes | $ | $ | ||||||
| Restated (Note 2) | ||||||||
| Operating activities | ||||||||
| Net earnings (loss) | 16,267 | (37,426 | ) | |||||
| Adjustments for: | ||||||||
| Share-based compensation | 6,238 | 7,718 | ||||||
| Depletion and amortization | 33,572 | 42,707 | ||||||
| Impairment of royalty and stream interests | 49,558 | 35,711 | ||||||
| Change in allowance for expected credit loss and write-off of other investments and interest receivable | (1,399 | ) | 27,831 | |||||
| Impairment of investments in associates | - | 48,968 | ||||||
| Share of loss (income) of associates | 30,025 | (5,937 | ) | |||||
| Change in fair value of financial assets at fair value through profit and loss | (343 | ) | 9,748 | |||||
| Net loss (gain) on dilution of investments in associates | 9,300 | (3,580 | ) | |||||
| Loss on disposal and deemed disposal of associates | - | 7,736 | ||||||
| Foreign exchange loss (gain) | 4,428 | (1,268 | ) | |||||
| Deferred income tax expense | 11,183 | 7,874 | ||||||
| Other | 2,973 | (133 | ) | |||||
| Net cash flows provided by operating activities before changes in non-cash working capital items | 161,802 | 139,949 | ||||||
| Changes in non-cash working capital items | 23 | (1,877 | ) | (1,512 | ) | |||
| Net cash flows provided by operating activities | 159,925 | 138,437 | ||||||
| Investing activities | ||||||||
| Acquisitions of short-term investments | 7 | (5,983 | ) | (6,200 | ) | |||
| Acquisitions of investments | - | (40,200 | ) | |||||
| Proceeds from disposal of investments | 10, 11 | 3,847 | 98,053 | |||||
| Acquisitions of royalty and stream interests | (73,449 | ) | (217,745 | ) | ||||
| Other | (57 | ) | (34 | ) | ||||
| Net cash flows used in investing activities | (75,642 | ) | (166,126 | ) | ||||
| Financing activities | ||||||||
| Increase in long-term debt | 16 | 35,000 | 190,000 | |||||
| Repayment of long-term debt | 16 | (84,721 | ) | (155,787 | ) | |||
| Exercise of share options and shares issued under the share purchase plan | 9,558 | 9,486 | ||||||
| Normal course issuer bid purchase of common shares | (428 | ) | - | |||||
| Dividends paid | (30,650 | ) | (29,655 | ) | ||||
| Withholding taxes on settlement of restricted and deferred share units | (2,442 | ) | (3,592 | ) | ||||
| Other | (1,185 | ) | (1,082 | ) | ||||
| Net cash flows (used in) provided by financing activities | (74,868 | ) | 9,370 | |||||
| Increase (decrease) in cash before effects of exchange rate changes | 9,415 | (18,319 | ) | |||||
| Effects of exchange rate changes on cash | (1,523 | ) | 2,670 | |||||
| Net increase (decrease) in cash | 7,892 | (15,649 | ) | |||||
| Cash - January 1 | 51,204 | 66,853 | ||||||
| Cash - December 31 | 6 | 59,096 | 51,204 | |||||
Additional information on the consolidated statements of cash flows is presented in Note 23.
| Osisko Gold Royalties Ltd Consolidated Statement of Changes in Equity For the year ended December 31, 2024 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| Number of | Accumulated | |||||||||||||||||
| common | Contributed surplus |
other | ||||||||||||||||
| shares | Share | comprehensive | ||||||||||||||||
| outstanding | capital | loss (i) | Deficit | Total | ||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||
| Balance - January 1, 2024 (restated - Note 2) | 185,346,524 | 1,658,908 | 62,331 | (84,816 | ) | (388,492 | ) | 1,247,931 | ||||||||||
| Net earnings | - | - | - | - | 16,267 | 16,267 | ||||||||||||
| Other comprehensive loss | - | - | - | (57,822 | ) | - | (57,822 | ) | ||||||||||
| Comprehensive loss | - | - | - | (57,822 | ) | 16,267 | (41,555 | ) | ||||||||||
| Dividends declared | - | - | - | - | (34,665 | ) | (34,665 | ) | ||||||||||
| Shares issued - Dividends reinvestment plan | 205,741 | 3,282 | - | - | - | 3,282 | ||||||||||||
| Shares issued - Employee share purchase plan | 16,497 | 263 | - | - | - | 263 | ||||||||||||
| Share options - Share-based compensation | - | - | 1,587 | - | - | 1,587 | ||||||||||||
| Share options exercised | 956,758 | 11,916 | (2,519 | ) | - | - | 9,397 | |||||||||||
| Restricted share units to be settled in common shares: | ||||||||||||||||||
| Share-based compensation | - | - | 3,569 | - | - | 3,569 | ||||||||||||
| Settlement | 160,331 | 1,586 | (2,975 | ) | - | (722 | ) | (2,111 | ) | |||||||||
| Income tax impact | - | - | 422 | - | - | 422 | ||||||||||||
| Deferred share units to be settled in common shares: | ||||||||||||||||||
| Share-based compensation | - | - | 1,082 | - | - | 1,082 | ||||||||||||
| Settlement | 19,351 | 201 | (437 | ) | - | (92 | ) | (328 | ) | |||||||||
| Income tax impact | - | - | 507 | - | - | 507 | ||||||||||||
| Normal course issuer bid purchase of common shares | (26,000 | ) | (216 | ) | - | - | (212 | ) | (428 | ) | ||||||||
| Transfer of realized other comprehensive income of associates, net of income taxes | - | - | - | 762 | (762 | ) | - | |||||||||||
| Transfer of realized gain on financial assets at fair value through other comprehensive income, net of income taxes | - | - | - | 35 | (35 | ) | - | |||||||||||
| Balance - December 31, 2024 | 186,679,202 | 1,675,940 | 63,567 | (141,841 | ) | (408,713 | ) | 1,188,953 |
(i) As at December 31, 2024, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statements of income (loss) amounting to ($12.7) million and items that may be recycled to the consolidated statements of income (loss) amounting to ($129.2) million.
| Osisko Gold Royalties Ltd Consolidated Statement of Changes in Equity For the year ended December 31, 2023 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| Number of | Accumulated | |||||||||||||||||
| common | Contributed surplus |
other | ||||||||||||||||
| shares | Share | comprehensive | ||||||||||||||||
| outstanding | capital | loss (i) | Deficit | Total | ||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||
| Balance - January 1, 2023 (restated - Note 2) | 184,037,728 | 1,642,855 | 60,764 | (101,659 | ) | (319,359 | ) | 1,282,601 | ||||||||||
| Net loss | - | - | - | - | (37,426 | ) | (37,426 | ) | ||||||||||
| Other comprehensive income | - | - | - | 18,691 | - | 18,691 | ||||||||||||
| Comprehensive loss | - | - | - | 18,691 | (37,426 | ) | (18,735 | ) | ||||||||||
| Dividends declared | - | - | - | - | (32,223 | ) | (32,223 | ) | ||||||||||
| Shares issued - Dividends reinvestment plan | 140,405 | 1,939 | - | - | - | 1,939 | ||||||||||||
| Shares issued - Employee share purchase plan | 17,809 | 240 | - | - | - | 240 | ||||||||||||
| Share options - Share-based compensation | - | - | 3,096 | - | - | 3,096 | ||||||||||||
| Share options exercised | 938,615 | 11,710 | (2,374 | ) | - | - | 9,336 | |||||||||||
| Restricted share units to be settled in common shares: | ||||||||||||||||||
| Share-based compensation | - | - | 3,701 | - | - | 3,701 | ||||||||||||
| Settlement | 166,161 | 1,695 | (3,377 | ) | - | (1,224 | ) | (2,906 | ) | |||||||||
| Income tax impact | - | - | 160 | - | - | 160 | ||||||||||||
| Deferred share units to be settled in common shares: | ||||||||||||||||||
| Share-based compensation | - | - | 921 | - | - | 921 | ||||||||||||
| Settlement | 45,806 | 469 | (697 | ) | - | (108 | ) | (336 | ) | |||||||||
| Income tax impact | - | - | 137 | - | - | 137 | ||||||||||||
| Transfer of realized gain on financial assets at fair value through other comprehensive income, net of income taxes | - | - | - | (1,848 | ) | 1,848 | - | |||||||||||
| Balance - December 31, 2023 (restated - Note 2) | 185,346,524 | 1,658,908 | 62,331 | (84,816 | ) | (388,492 | ) | 1,247,931 |
(i) As at December 31, 2023, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statements of income (loss) amounting to ($7.8) million and items that may be recycled to the consolidated statements of income (loss) amounting to ($77.0) million.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
1. Nature of activities
Osisko Gold Royalties Ltd and its subsidiaries (together, "Osisko" or the "Company") are engaged in the business of acquiring and managing royalties, streams and similar interests on precious metals and other commodities that fit the Company's risk/reward objectives. Osisko is a public company domiciled in the Province of Québec, Canada, whose shares trade on the Toronto Stock Exchange and the New York Stock Exchange and is constituted under the Business Corporations Act (Québec). The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec. The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects. The Company's main asset is a 3-5% net smelter return ("NSR") royalty on the Canadian Malartic Complex, located in Canada.
2. Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"). The accounting policies, methods of computation and presentation applied in these consolidated financial statements are consistent with those of the previous financial year, except for the change in presentation currency presented below. The Board of Directors approved these consolidated financial statements for issue on February 19, 2025.
Change in presentation currency
During the year ended December 31, 2024, the Company elected to change its presentation currency from Canadian dollars ("C$") to U.S. dollars. The change in presentation currency is to improve investors and other stakeholders' ability to compare the Company's financial results with other precious metals royalty and streaming companies, who mostly report their results in U.S. dollars.
In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company's presentation currency and, accordingly, prior year comparative figures have been restated (including in the notes to the consolidated financial statements).
In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, the methodology followed in restating historical financial information from Canadian dollars to U.S. dollars was as follows:
The exchange rates used to reflect the change in presentation currency in the accompanying consolidated financial statements were as follows:
| 2024 | 2023 | 2022 | |||||||
| Average rate (C$/US$) | 0.7302 | 0.7410 | n/a | ||||||
| Closing exchange rate (C$/US$) | 0.6950 | 0.7561 | 0.7383 |
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies
The material accounting policies applied in the preparation of the consolidated financial statements are described below.
a) Consolidation
The Company's financial statements consolidate the accounts of Osisko Gold Royalties Ltd and its subsidiaries. All intercompany transactions, balances and unrealized gains or losses from intercompany transactions are eliminated on consolidation. Subsidiaries are all entities over which the Company has the ability to exercise control. The Company controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to Osisko and are deconsolidated from the date that control ceases.
The principal subsidiaries of the Company, their geographic locations and their related participation at December 31, 2024 and 2023 were as follows:
| Entity | Jurisdiction | Participation | Functional currency |
| Osisko Bermuda Limited | Bermuda | 100% | United States dollar |
| Osisko Mining (USA) Inc. | Delaware | 100% | United States dollar |
b) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each consolidated entity and associate of the Company are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The parent Company's functional currency is the Canadian dollar.
As of January 1, 2024, the Company elected to change its presentation currency from Canadian dollars to U.S. dollars (Note 2). Assets and liabilities of the subsidiaries that have a functional currency different from the presentation currency, which is now the U.S. dollars, are translated into U.S. dollars at the exchange rate in effect on the consolidated balance sheet date and revenues and expenses are translated at the average exchange rate over the reporting period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the respective transactions). Gains and losses from these translations are recognized as currency translation adjustment in other comprehensive income or loss.
(ii) Foreign currency transactions and balances
Foreign currency transactions, including revenues and expenses, are translated into the functional currency of the respective subsidiary at the rate of exchange prevailing on the date of each transaction or valuation when items are re-measured. Monetary assets and liabilities denominated in currencies other than the operation's functional currencies are translated into the functional currency at exchange rates in effect at the balance sheet date. Foreign exchange gains and losses resulting from the settlement of those transactions and from period-end translations are recognized in the consolidated statement of income or loss.
Non-monetary assets and liabilities are translated at historical rates, unless such assets and liabilities are carried at fair value, in which case, they are translated at the exchange rate in effect at the date of the fair value measurement. Changes in fair value attributable to currency fluctuations of non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognized in the consolidated statement of income or loss as part of the fair value gain or loss. Such changes in fair value of non-monetary financial assets, such as equities classified at fair value through other comprehensive income, are included in other comprehensive income or loss.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
c) Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.
All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like the Black-Scholes option pricing model or other acceptable valuation techniques.
Measurement after initial recognition depends on the classification of the financial instrument. The Company has classified its financial instruments in the following categories depending on the purpose for which the instruments were acquired and their characteristics.
(i) Financial assets
Debt instruments
Investments in debt instruments are subsequently measured at amortized cost when the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows and when the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Investments in debt instruments are subsequently measured at fair value when they do not qualify for measurement at amortized cost. Financial instruments subsequently measured at fair value, including derivatives that are assets, are carried at fair value with changes in fair value recorded in net income or loss unless they are held within a business model whose objective is to hold assets in order to collect contractual cash flows or sell the assets and when the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, in which case unrealized gains and losses are initially recognized in other comprehensive income or loss for subsequent reclassification to net income or loss through amortization of premiums and discounts, impairment or derecognition.
Equity instruments
Investments in equity instruments are subsequently measured at fair value with changes recorded in net income or loss. Equity instruments that are not held for trading can be irrevocably designated at fair value through other comprehensive income or loss on initial recognition without subsequent reclassification to net income or loss. Cumulative gains and losses are transferred from accumulated other comprehensive income or loss to retained earnings or deficit upon derecognition of the investment.
(ii) Financial Liabilities
Financial liabilities are subsequently measured at amortized cost using the effective interest method, except for financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, are subsequently measured at fair value.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
c) Financial instruments (continued)
The Company has classified its financial instruments as follows:
| Category | Financial instrument |
| Financial assets at amortized cost | Cash |
| Short-term loans | |
| Notes and loans receivable | |
| Revenues receivable from royalty, stream and other interests | |
| Interest income receivable | |
| Other receivables | |
| Financial assets at fair value through profit or loss | Investments in derivatives and convertible debentures |
| Financial assets at fair value through other comprehensive income or loss | Investments in shares and equity instruments, other than in derivatives |
| Financial liabilities at amortized cost | Accounts payable and accrued liabilities |
| Borrowings under the revolving credit facility |
d) Impairment of financial assets
At each reporting date, the Company assesses, on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in the credit risk (investments in debt instruments measured at amortized cost) or if a simplified approach has been selected (amounts receivable from associates and other receivables).
Investments in debt instruments
To the extent that a debt instrument at amortized cost is considered to have low credit risk, which corresponds to a credit rating within the investment grade category and the credit risk has not increased significantly, the loss allowance is determined on the basis of 12-month expected credit losses. If the credit risk has increased significantly, the lifetime expected credit losses are recognized.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
e) Investments in associates
Associates are entities over which the Company has significant influence, but not control. The financial results of the Company's investments in its associates are included in the Company's results according to the equity method. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the Company's share of profits or losses of associates after the date of acquisition. Such share of profits and losses takes into account the attribution of the price paid to the Company's share of the associate's underlying assets and liabilities. The Company's share of profits or losses is recognized in the consolidated statement of income or loss and its share of other comprehensive income or loss of associates is included in other comprehensive income or loss. Dilution gains and losses arising from changes in interests in investments in associates are recognized in the consolidated statement of income or loss.
The Company assesses at each reporting date whether there is any objective evidence that its investments in associates are impaired. If impaired, the carrying value of the Company's share of the underlying assets of associates is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal and value-in-use) and charged to the consolidated statement of income or loss.
f) Royalty, stream and other interests
Royalty, stream and other interests consist of acquired royalty, stream and other interests in producing, development and exploration and evaluation stage properties. Royalty, stream and other interests are recorded at cost and capitalized as tangible assets. They are subsequently measured at cost less accumulated depletion and accumulated impairment losses. The major categories of the Company's interests are producing, development and exploration and evaluation. Producing assets are those that have generated revenue from steady-state operations for the Company. Development assets are interests in projects that are under development, in permitting or feasibility stage and that in management's view, can be reasonably expected to generate steady-state revenue for the Company in the near future. Exploration and evaluation assets represent properties that are not yet in development, permitting or feasibility stage or that are speculative in nature and are expected to require several years to generate revenue, if ever, or are currently not active.
Producing and development royalty, stream and other interests are recorded at cost and capitalized in accordance with IAS 16 Property, Plant and Equipment. Producing royalty, stream and other interests are depleted using the units-of-production method over the life of the property to which the interest relates, which is estimated using available estimates of proven and probable mineral reserves specifically associated with the properties and may include a portion of resources expected to be converted into mineral reserves, based on judgement and historical conversion rates achieved by the mine operator. Management relies on information available to it under contracts with the operators and / or public disclosures for information on proven and probable mineral reserves and resources from the operators of the producing royalty, stream and other interests. Where publicly information is not available, depletion is based on the Company's best estimate of the volumes to be delivered under the contracts.
On acquisition of a producing or a development royalty, stream or other interest, an allocation of the acquisition cost may be made for the exploration potential based on its fair value. The estimated fair value of this acquired exploration potential is recorded as an asset (non-depreciable interest) on the acquisition date. Updated mineral reserve and resource information obtained from the operators of the properties is used to determine the amount to be converted from non-depreciable interest to depreciable interest.
Royalty, stream and other interests for exploration and evaluation assets are recorded at cost and capitalized in accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources. Acquisition costs of exploration and evaluation royalty, stream and other interests are capitalized and are not depleted until such time as revenue-generating activities begin.
Producing and development royalty, stream and other interests are reviewed for impairment at each reporting date if there is any indication that the carrying amount may not be recoverable. Impairment is assessed at the level of Cash-Generating Units (''CGU'') which, in accordance with IAS 36 Impairment of Assets, are identified as the smallest identifiable group of assets that generates cash inflows, which are largely independent of the cash inflows from other assets. This is usually at the individual royalty, stream and other interest level for each property from which cash inflows are generated.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
f) Royalty, stream and other interests (continued)
Royalty, stream and other interests for exploration and evaluation assets are assessed for impairment whenever indicators of impairment exist in accordance with IFRS 6. An impairment loss is recognized for the amount by which the asset's carrying value exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. An interest that has previously been classified as exploration and evaluation is also assessed for impairment before reclassification to development or producing assets, and the impairment loss, if any, is recognized in net income or loss.
g) Goodwill
Goodwill is recognized in a business combination if the cost of the acquisition exceeds the fair value of the identifiable net assets acquired. Goodwill is then allocated to the CGU or group of CGUs that are expected to benefit from the synergies of the combination. The Company performs a goodwill impairment test on an annual basis as at December 31 of each year. In addition, the Company assesses indicators of impairment at each reporting period end and, if an indicator of impairment is identified, goodwill is tested for impairment at that time. If the carrying value of the CGU or group of CGUs to which goodwill is assigned exceeds its recoverable amount, an impairment loss is recognized. Goodwill impairment losses are not reversed.
The recoverable amount of a CGU or group of CGUs is measured as the higher of value in use and fair value less costs of disposal.
h) Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognized in the consolidated statement of income or loss, except to the extent that it relates to items recognized in other comprehensive income or loss or directly in equity. In this case, the tax is also recognized in other comprehensive income or loss or directly in equity, respectively.
Current income taxes
The current income tax charge is the expected tax payable on the taxable income for the year, using the tax laws enacted or substantively enacted at the balance sheet date in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates (and laws) that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are presented as non-current and are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
i) Share capital
Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from the proceeds in equity in the period where the transaction occurs.
j) Revenue recognition
Revenue comprises revenues from the sale of commodities received and revenues directly earned from royalty, stream and other interests.
For commodities received from royalty, stream and other interest agreements paid in-kind and subsequently sold, the Company's performance obligations relate primarily to the delivery of gold, silver or other products to the customers. Revenue is recognized when control is transferred to the customers, which is achieved when a product is delivered, the customer has full discretion over the product and there is no unfulfilled obligation that could affect the customer's acceptance of the product. Control over the refined gold, silver and other products is transferred to the customers when the relevant product received (or purchased) from the operator is physically delivered and sold by the Company (or its agent) to the third-party customers. For royalty, stream and other interest agreements paid in cash, revenue recognition will depend on the related agreement.
Revenue is measured at fair value of the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the royalty, stream and other interest agreements. In some instances, the Company will not have access to sufficient information to make a reasonable estimate of revenue and, accordingly, revenue recognition is deferred until management can make a reasonable estimate. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.
k) Share-based compensation
Share option plan
The Company offers a share option plan to its officers, employees and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche's vesting period by increasing contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.
Any consideration paid on exercise of share options is credited to share capital. The contributed surplus resulting from share-based compensation is transferred to share capital when the options are exercised.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
k) Share-based compensation (continued)
Deferred and restricted share units
The Company offers a deferred share units ("DSU") plan to its non-executive directors and a restricted share units ("RSU") plan to its officers, employees and consultants as part of their long-term compensation package, entitling them to receive a payment in the form of common shares, cash (based on Osisko's share price at the relevant time) or a combination of common shares and cash, at the sole discretion of the Company. The fair value of the DSU and RSU granted by Osisko to be settled in common shares is measured on the grant date and is recognized over the vesting period under contributed surplus with a corresponding charge to share-based compensation.
l) Earnings per share
The calculation of earnings per share ("EPS") is based on the weighted average number of shares outstanding for each period. The basic EPS is calculated by dividing the profit or loss attributable to the equity owners of Osisko by the weighted average number of common shares outstanding during the period.
The computation of diluted EPS assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the income per share. The treasury stock method is used to determine the dilutive effect of the share options, DSU and RSU. When the Company reports a loss, the diluted net loss per common share is equal to the basic net loss per common share due to the anti-dilutive effect of the outstanding share options, DSU and RSU.
m) Segment reporting
The operating segments are reported in a manner consistent with the internal reporting provided to the President and Chief Executive Officer (the "President and CEO") who fulfills the role of the chief operating decision-maker. The President and CEO is responsible for allocating resources and assessing performance of the Company's operating segments. The President and CEO organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests.
4. New accounting standards and amendments
Material accounting standards and amendments
Amendments - IAS 1 Presentation of Financial Statements (Non-current Liabilities with Covenants)
Amendments made to IAS 1 in 2020 and 2022 clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is affected by the entity's expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either before or at the reporting date, this will affect the classification as current or non-current even if the covenant is only tested for compliance after the reporting date.
The amendments require disclosures if an entity classifies a liability as non-current and that liability is subject to covenants that the entity must comply with within 12 months of the reporting date. The disclosures include:
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
4. New accounting standards and amendments (continued)
Material accounting standards and amendments (continued)
Amendments - IAS 1 Presentation of Financial Statements (Non-current Liabilities with Covenants) (continued)
The amendments also clarify what IAS 1 means when it refers to the "settlement" of a liability. Terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the entity's own equity instrument can only be ignored for the purpose of classifying the liability as current or non-current if the entity classifies the option as an equity instrument. However, conversion options that are classified as a liability must be considered when determining the current/non-current classification of a convertible note.
The amendments must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and are effective for annual reporting periods beginning on or after January 1, 2024. These amendments did not have a material impact on the Company's consolidated financial statements for the year ended December 31, 2024.
Accounting standards issued but not yet effective
The Company has not yet adopted certain standards, interpretations to existing standards and amendments which have been issued but have an effective date of later than December 31, 2024. These standards, interpretations to existing standards and amendments, other than IFRS 18 Presentation and Disclosure in Financial Statements and the amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which are presented below, are not expected to have any significant impact on the Company or are not considered material and are therefore not discussed herein.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. IFRS 18 was issued in response to investors' concerns about the comparability and transparency of entities' performance reporting. The new requirements introduced in IFRS 18 will help to achieve comparability of the financial performance of similar entities, especially related to how 'operating profit or loss' is defined. The new disclosures required for some management-defined performance measures will also enhance transparency. The key new concepts introduced in IFRS 18 relate to:
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'.
IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Management has not yet evaluated the impact that this new standard will have on its consolidated financial statements.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
4. New accounting standards and amendments (continued)
Accounting standards issued but not yet effective (continued)
Amendments - IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7, which respond to recent questions arising in practice. The amendments were issued to:
The new requirements will apply from January 1, 2026, with early application permitted. Management has not yet evaluated the impact that this new standard will have on its consolidated financial statements.
5. Critical accounting estimates and significant judgements
The preparation of financial statements in conformity with IFRS Accounting Standards requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also makes estimates and assumptions concerning the future. The determination of estimates requires the exercise of judgements based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
5. Critical accounting estimates and significant judgements (continued)
Critical accounting estimates and assumptions
Mineral reserves and resources - Royalties, streams and other assets
Royalty, stream and other interests comprise a large component of the Company's assets and as such, the mineral reserves and resources of the properties to which the interests relate have a significant effect on the Company's consolidated financial statements. These estimates are applied in determining the depletion of the Company's royalty, stream and other interests and assessing the recoverability of the carrying value of royalty, stream and other interests. For royalty, stream and other interests, the public disclosures of mineral reserves and resources that are released by the operators of the properties involve assessments of geological and geophysical studies and economic data and the reliance on a number of assumptions, including commodity prices and production costs. These assumptions are, by their very nature, subject to interpretation and uncertainty. The estimates of mineral reserves and resources may change based on additional knowledge gained subsequent to the initial assessment, adjusted by the Company's internal geological specialists, as deemed necessary. Changes in the estimates of mineral reserves and resources may materially affect the recorded amounts of depletion and the assessed recoverability of the carrying value of royalty, stream and other interests.
Impairment of royalty, stream and other interests
The assessment of the fair values of royalty, stream and other interests requires the use of estimates and assumptions for recoverable production, long-term commodity prices, discount rates, mineral reserve, mineral resource conversion, net asset value multiples, foreign exchange rates, future capital expansion plans and the associated production implications, and exploration potential. In addition, the Company may use other approaches in determining fair value which may include estimates related to (i) dollar value per ounce of mineral reserve/resource; (ii) cash-flow multiples; and (iii) market capitalization of comparable assets. Changes in any of the estimates used in determining the fair value of the royalty, stream and other interests could impact the impairment (or reversal of impairment) analysis.
Impairment of goodwill
The Company performs a goodwill impairment test on an annual basis as at December 31 of each year. In addition, the Company assesses indicators of impairment at each reporting date and, if an indicator of impairment is identified, goodwill is tested for impairment at that time. For the purpose of impairment testing, goodwill is allocated to each CGU or group of CGUs expected to benefit from the synergies of the combination. When completing an impairment test, the Company calculates the estimated recoverable amount of CGU or group of CGUs, which requires management to make estimates and assumptions with respect to items such as future production levels, long-term commodity prices, discount rates, mineral reserves, mineral resource conversion, foreign exchange rates and exploration potential.
These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will have an impact on these projections, which may impact the recoverable amount of the CGU or group of CGUs. Accordingly, it is possible that some or the entire carrying amount of the goodwill may be further impaired with the impact recognized in the consolidated statement of income or loss.
The Company performs an annual impairment test using the fair value less cost of disposal of the group of CGUs supporting the goodwill and using discounted cash flows with the most recent budgets and forecasts available, including information from external sources. The periods to be used for the projections are based on the expected production from the mines, the proven and probable mineral reserves and a portion of the resources. The discount rate to be used takes into consideration the different risk factors of the Company.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
5. Critical accounting estimates and significant judgements (continued)
Significant judgements in applying the Company's accounting policies
Investee - significant influence
The assessment of whether the Company has significant influence over an investee requires the use of judgements when assessing factors that could give rise to significant influence. Factors which could lead to the conclusion of having significant influence over an investee include, but are not limited to, ownership percentage; representation on the board of directors; investment agreements between the investor and the investee; material transactions between the investor and the investee; interchange of managerial personnel; provision of essential technical information; and potential voting rights.
Changes in the judgements used in determining if the Company has significant influence over an investee would impact the accounting treatment of the investment in the investee.
Impairment of investments in associates
The Company follows the guidance of IAS 28 Investments in Associates and Joint Ventures to assess whether there are impairment indicators which may lead to the recognition of an impairment loss with respect to its net investment in an associate. This determination requires significant judgement in evaluating if a decline in fair value is significant or prolonged, which triggers a formal impairment test. In making this judgement, the Company's management evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its carrying amount, the volatility of the investment and the financial health and business outlook for the investee, including factors such as the current and expected status of the investee's exploration projects and changes in financing cash flows.
Impairment of financial assets
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportive, including forward-looking information that is available without undue cost of effort. The loss allowances for financial assets are based on assumptions about the risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the allowance for expected credit loss calculation, based on the Company's past history and existing market conditions, as well as forward-looking estimates at the end of each reporting period.
Changes in the judgements used in determining the risk of default and the expected loss rates could materially impact the allowance for expected credit loss or the write-off amounts.
Impairment of royalty, stream and other interests on exploration and evaluation properties
Assessment of impairment and reversal of impairment of royalty, stream and other interests on exploration and evaluation properties requires the use of judgement when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment or impairment reversal test on the Company's royalty, stream and other interests on exploration and evaluation properties. Factors which could trigger an impairment or impairment reversal review include, but are not limited to, an expiry of the right of the operator to explore in the specific area during the period or will expire in the near future, and is not expected to be renewed; substantive exploration and evaluation expenditures in a specific area not planned by the operator, taking into consideration such expenditures to be incurred by a farmee, is neither budgeted nor planned; exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the operator has decided to discontinue such activities in the specific area; sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amount of the royalty, stream and other interests is unlikely to be recovered in full from successful development or by sale; significant negative industry or economic trends; interruptions in exploration and evaluation activities by the operator or its farmee; and a significant change in current or forecast commodity prices.
Changes in the judgements used in determining the fair value of the royalty, stream and other interests on exploration and evaluation properties could impact the impairment or impairment reversal analysis.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
5. Critical accounting estimates and significant judgements (continued)
Significant judgements in applying the Company's accounting policies (continued)
Impairment of development and producing royalty, stream and other interests
Assessment of impairment and reversal of impairment of development and producing royalty, stream and other interests requires the use of judgements when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment or impairment reversal test on the Company's development and producing royalty, stream and other interests. Factors which could trigger an impairment or impairment reversal review include, but are not limited to, a significant market value decline; net assets higher than the market capitalization; a significant change in mineral reserves and resources; significant negative industry or economic trends; interruptions in production activities; significantly lower production than expected and a significant change in current or forecast commodity prices and interest rates.
Changes in the judgements used in determining the fair value of the producing royalty, stream and other interests could impact the impairment or impairment reversal analysis.
Deferred income tax assets
Management continually evaluates the likelihood that it is probable that its deferred tax assets will be realized. This requires management to assess whether it is probable that sufficient taxable income will exist in the future to utilize these losses within the carry-forward period. By its nature, this assessment requires significant judgement.
6. Cash
As at December 31, 2024 and 2023, the consolidated cash position was as follows:
| December 31, | December 31, | |||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Cash held in U.S. dollars | 48,223 | 19,323 | ||||
| Cash held in Canadian dollars (i) | 10,873 | 31,881 | ||||
| Total cash | 59,096 | 51,204 |
(i) Cash held in Canadian dollars amounted to C$15.6 million as at December 31, 2024 (C$42.2 million as at December 31, 2023.
7. Short-term investments
During the year 2024, the Company advanced additional funds to an associate. Following signature of a term sheet with the associate (subject to closing conditions), the carrying value of the loan ($12.2 million) was reclassified to other investments (Note 11) as the repayment terms are not expected to be within the next 12 months. As at December 31, 2023, short-term investments comprised of a $6.2 million note receivable from the associate bearing an interest rate of 18.5%. The note receivable is secured by the assets of the associate.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
8. Amounts receivable
| December 31, | December 31, | |||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Revenues receivable from royalty, stream and other interests | 2,110 | 3,105 | ||||
| Interest income receivable | 211 | 947 | ||||
| Sales taxes and other receivables | 785 | 698 | ||||
| 3,106 | 4,750 |
9. Other assets
| December 31, | December 31, | |||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Current | ||||||
| Stream ounces inventory | - | 10 | ||||
| Prepaid expenses and deposits | 1,612 | 1,382 | ||||
| 1,612 | 1,392 | |||||
| Non-current | ||||||
| Deferred financing fees | 1,293 | 1,388 | ||||
| Property and equipment (i) | 4,083 | 5,380 | ||||
| 5,376 | 6,768 |
(i) Property and equipment includes right-of-use assets of $3.9 million as at December 31, 2024 ($5.1 million as at December 31, 2023).
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
10. Investments in associates
| 2024 | 2023 | ||||||
| $ | $ | ||||||
| Balance - January 1 | 87,444 | 236,081 | |||||
| Acquisitions | - | 200 | |||||
| Disposals (i) | - | (94,334 | ) | ||||
| Share of (loss) income, net (ii) | (30,025 | ) | 5,937 | ||||
| Share of other comprehensive income (loss), net | 463 | (5,078 | ) | ||||
| Net (loss) gain on ownership dilution | (9,300 | ) | 3,580 | ||||
| Loss on disposal (i) | - | (5,459 | ) | ||||
| Loss on deemed disposal (iii) | - | (2,277 | ) | ||||
| Transfers to other investments (Note 11) (iii) | - | (5,407 | ) | ||||
| Impairments (iv) | - | (48,968 | ) | ||||
| Foreign exchange revaluation impact | (5,320 | ) | 3,169 | ||||
| Balance - December 31 | 43,262 | 87,444 | |||||
(i) In December 2023, the Company disposed of its entire investment in Osisko Mining Inc.
(ii) The net share of income or loss is adjusted to the extent that management is aware of material events that affect the associates' net income or loss during the period where earnings in equity accounted for investments are recorded on up-to a 3-month lag basis, which is the case for the investment in Osisko Development Corp. ("Osisko Development").
(iii) In 2023, the loss on deemed disposals is related to investments in associates that were transferred to other investments as the Company has considered that it has lost its significant influence over these investees.
(iv) In 2023, the Company recorded an impairment charge on its investments in associates of $49.0 million, including $48.8 million on its investment in Osisko Development. The impairment resulted from, amongst others, the significant decrease in Osisko Development's share price, the deterioration of market conditions and the general negative sentiment towards exploration and development companies. The Company estimated the recoverable amount of its investment at $87.4 million, using a fair value less costs of disposal model with reference to Osisko Development's share price quoted on active markets, which is considered a Level 1 input. The Company estimated the cost of disposal using historical discounts and transaction fees for similar transactions.
Material investment
The financial information of the only individually material associate is as follows and includes adjustments, where applicable, to the accounting policies of the associates to conform to those of the Company. The information presented includes a three-month lag as the financial information of the associate is not available prior to the approval of the consolidated financial statements of the Company.
| Osisko Development (i) | ||||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Current assets | 42,949 | 71,304 | ||||
| Non-current assets | 525,269 | 633,729 | ||||
| Current liabilities | (90,842 | ) | (43,059 | ) | ||
| Non-current liabilities | (85,590 | ) | (123,404 | ) | ||
| Net assets | 391,786 | 538,570 | ||||
| Revenues | 8,421 | 32,562 | ||||
| Net loss | (153,087 | ) | (80,288 | ) | ||
| Other comprehensive income (loss) | 1,440 | (12,565 | ) | |||
| Comprehensive loss | (151,647 | ) | (92,853 | ) | ||
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
10. Investments in associates (continued)
Material investment - Reconciliation to carrying amounts
| Osisko Development (i) | ||||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Opening net assets, at lag | 538,570 | 579,185 | ||||
| Private placements | - | 38,238 | ||||
| Loss for the period | (153,087 | ) | (80,288 | ) | ||
| Other comprehensive gain (loss) for the period | 1,440 | (12,565 | ) | |||
| Other equity transactions, impact of foreign exchange variations and others | 4,863 | 14,000 | ||||
| Closing net assets, at lag | 391,786 | 538,570 | ||||
| Company's share in % (ii) | 39.7% | 39.7% | ||||
| Company's share in $, at lag | 155,539 | 213,812 | ||||
| Initial recognition impairment (iii) | (73,039 | ) | (73,039 | ) | ||
| Investment impairment (iv) | (17,590 | ) | - | |||
| Impact of dilution, foreign exchange variations and others | (12,348 | ) | (4,559 | ) | ||
| Goodwill | - | - | ||||
| Carrying amount, at lag | 52,562 | 136,214 | ||||
| Adjustments for events during the lag period (iv),(v) | (9,300 | ) | (48,770 | ) | ||
| Carrying amount, as per balance sheet | 43,262 | 87,444 | ||||
| Fair value of investment (vi) | 54,210 | 97,033 | ||||
(i) Information is for the reconstructed twelve months ended September 30, 2024 and 2023.
(ii) As at September 30, 2024 and 2023.
(iii) Reflects the initial write-down to the notional value of acquired non-current assets upon deconsolidation of Osisko Development as a subsidiary and recognition as an associate recorded at fair value under IAS 28. Any related subsequent impairments of non-current assets recorded by the associate (through the net loss for the period) are appropriately adjusted against this initial amount.
(iv) In 2023, the Company recorded an impairment charge on its investments in Osisko Development of $48.8 million. In 2024, Osisko Development recognized an impairment charge, which partially offset the impairment booked by the Company in 2023.
(v) In October and November 2024, Osisko Development completed private and brokered placements, which reduced the ownership percentage of the Company from 39.7% to 24.4% and resulted in a loss on dilution of $9.3 million.
(vi) Based on the quoted share price on an active stock exchange as at December 31, 2024 and 2023.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
10. Investments in associates (continued)
Material investment (continued)
Osisko Development Corp.
Osisko Development is a Canadian gold exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in North America. The main projects held by Osisko Development are the Cariboo gold project ("Cariboo") in British Columbia, Canada, the San Antonio gold project ("San Antonio") in Sonora, Mexico, and the Tintic property ("Tintic") in Utah, United States. Osisko owns a 5% NSR royalty on Cariboo, a 15% gold and silver stream on San Antonio and a 2.5% metals stream on Tintic.
In November 2024, Osisko Development reported that its working capital position as at September 30, 2024, and the gross proceeds from the private placements completed in October and November 2024, will not be sufficient to meet its obligations, commitments and forecasted expenditures up to the period ending September 30, 2025. While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the company or that they will be available on terms which are acceptable to Osisko Development. If management is unable to obtain new funding, Osisko Development may be unable to continue its operations.
As at December 31, 2024, the Company held 33,333,366 common shares representing a 24.4% interest in Osisko Development (39.6% as at December 31, 2023). The decrease in the percentage of ownership is due to the private financings that were completed by Osisko Development in October and November 2024, in which the Company did not participate.
Investments in immaterial associates
The Company has interests in a number of individually immaterial associates that are accounted for using the equity method. The aggregate amount of the Company's share of net loss and other comprehensive income of these immaterial associates was nil in 2024 and immaterial in 2023. As at December 31, 2024 and 2023, the carrying value and the fair value of the immaterial investments are deemed to be nil as they were fully impaired as of December 31, 2024 and 2023.
11. Other investments
| 2024 | 2023 | |||||
| $ | $ | |||||
| Fair value through profit or loss (warrants and convertible instruments) | ||||||
| Balance - January 1 | 6,766 | 17,880 | ||||
| Disposal | - | (3,698 | ) | |||
| Interest capitalized (i) | - | 2,134 | ||||
| Change in fair value (i) | 343 | (9,748 | ) | |||
| Foreign exchange revaluation impact | (561 | ) | 198 | |||
| Balance - December 31 | 6,548 | 6,766 | ||||
| Subtotal reported to next page | 6,548 | 6,766 |
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
11. Other investments (continued)
| 2024 | 2023 | |||||
| $ | $ | |||||
| Subtotal from previous page | 6,548 | 6,766 | ||||
| Fair value through other comprehensive income (common shares) | ||||||
| Balance - January 1 | 63,569 | 13,538 | ||||
| Acquisitions (Note 12) | - | 40,000 | ||||
| Transfer from associates (Note 10) | - | 5,407 | ||||
| Change in fair value | (4,778 | ) | 4,397 | |||
| Disposals | (2,448 | ) | (21 | ) | ||
| Foreign exchange revaluation impact | (1,030 | ) | 248 | |||
| Balance - December 31 | 55,313 | 63,569 | ||||
| Amortized cost (notes) | ||||||
| Balance - January 1 | - | 22,850 | ||||
| Repayments | (1,399 | ) | - | |||
| Change in allowance for expected credit loss and write-offs (ii) | 1,399 | (22,850 | ) | |||
| Reclassified from short-term investments (Note 7) | 12,182 | - | ||||
| Balance - December 31 | 12,182 | - | ||||
| Total | 74,043 | 70,335 |
Other investments comprise common shares, warrants and convertible instruments, mostly from companies publicly traded in Canada and in the United States of America, as well as loans receivable (notes) from certain associates (private companies), which were fully provisioned as at December 31, 2024 and 2023.
(i) In January 2023, a convertible secured senior note of $13.0 million (C$17.6 million) with Falco Resources Ltd. ("Falco") was amended. The accrued interest receivable of $2.1 million (C$2.9 million) was capitalized to the capital of the note and the maturity date of the note was extended to December 31, 2024. In December 2024, the convertible secured note was amended and the maturity date was extended to December 31, 2025. The Company has the ability to apply the loan or a portion of the loan against future stream payments due to the operator when certain triggering events will be met. In 2023, the Company recognized a reduction in the fair value of the convertible secured senior note of $8.6 million (C$11.6 million).
(ii) On June 30, 2023, the Company determined that the credit risk related to its loans to Stornoway Diamonds (Canada) Inc. ("Stornoway"), the operator of the Renard diamonds mine, had increased significantly since initial recognition. As a result, the Company recorded an allowance for expected credit loss of $10.0 million against the loans receivable ($8.7 million, net of income taxes) and $5.0 million related to accrued interest against the amounts receivable ($3.7 million, net of income taxes) for an aggregate expected credit loss of $15.0 million. The lifetime expected credit loss was estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.
Cash flows expected to be received were based on the expected capacity of the borrower to repay the financial instrument, which was highly dependent on a number of factors and assumptions, including: forecast diamond prices, production levels, operating costs, internal capital investments required to maintain the operations and other factors related to mining operations.
On October 27, 2023, Stornoway announced it was temporarily suspending operations at its Renard mine and placing itself under the protection of the Companies' Creditors Arrangement Act ("CCAA"). The growing uncertainty of the diamond price in the short and medium term, coupled with the significant and sudden drop in the price of the resource on the world market, have had a major impact on Stornoway's long-term financial situation. This was in part due to the halt in the import of rough diamonds by India and by the global geopolitical climate. As a result, the Company considered the loans to be credit-impaired and, with no reasonable expectation of any material cash flow recovery, wrote-off $12.8 million ($11.1 million, net of income taxes) on September 30, 2023 to fully provision its loans, for a total of $22.9 million for the year 2023.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
12. Royalty, stream and other interests
| Year ended December 31, 2024 |
|||||||||||||
| Royalty interests |
Stream interests |
Offtake interests |
Total | ||||||||||
| $ | $ | $ | $ | ||||||||||
| Balance - January 1 | 695,356 | 468,171 | 10,771 | 1,174,298 | |||||||||
| Additions | 50,121 | 23,328 | - | 73,449 | |||||||||
| Depletion | (12,208 | ) | (20,399 | ) | - | (32,607 | ) | ||||||
| Impairments | (49,558 | ) | - | - | (49,558 | ) | |||||||
| Foreign exchange revaluation impact | (46,298 | ) | (5,429 | ) | - | (51,727 | ) | ||||||
| Balance - December 31 | 637,413 | 465,671 | 10,771 | 1,113,855 | |||||||||
| Producing | |||||||||||||
| Cost | 390,283 | 561,690 | - | 951,973 | |||||||||
| Accumulated depletion and impairments | (303,757 | ) | (223,253 | ) | - | (527,010 | ) | ||||||
| Net book value - December 31 | 86,526 | 338,437 | - | 424,963 | |||||||||
| Development | |||||||||||||
| Cost | 352,216 | 160,017 | 20,842 | 533,075 | |||||||||
| Accumulated depletion and impairments | (68,832 | ) | (58,531 | ) | (20,842 | ) | (148,205 | ) | |||||
| Net book value - December 31 | 283,384 | 101,486 | - | 384,870 | |||||||||
| Exploration and evaluation | |||||||||||||
| Cost | 274,874 | 26,271 | 10,771 | 311,916 | |||||||||
| Accumulated depletion and impairments | (7,371 | ) | (523 | ) | - | (7,894 | ) | ||||||
| Net book value - December 31 | 267,503 | 25,748 | 10,771 | 304,022 | |||||||||
| Total net book value - December 31 | 637,413 | 465,671 | 10,771 | 1,113,855 | |||||||||
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
12. Royalty, stream and other interests (continued)
Main acquisitions - 2024
Gold stream - Cascabel copper-gold project
On July 15, 2024, the Company announced that its wholly-owned subsidiary, Osisko Bermuda Limited ("Osisko Bermuda"), in partnership with Franco-Nevada (Barbados) Corporation ("FNB"), a wholly-owned subsidiary of Franco-Nevada Corporation, has entered into a definitive Purchase and Sale Agreement (Gold) (the "Gold Stream") with SolGold plc and certain of its wholly-owned subsidiaries (collectively, "SolGold"), with reference to gold production from SolGold's 100%-owned Cascabel copper-gold project located in Ecuador ("Cascabel").
Pursuant to the terms of the Gold Stream, Osisko Bermuda and FNB (collectively, the "Stream Purchasers") will make initial deposits totaling $100 million to SolGold in three equal tranches to fund the Cascabel's pre-construction costs (the "Pre-Construction Deposit"). The first tranche of the Pre-Construction Deposit was funded at closing, with the two subsequent tranches subject to achievement of key development milestones. Thereafter, the Stream Purchasers will make additional deposits totaling $650 million to SolGold to fund construction costs once Cascabel is fully financed and further derisked (the "Construction Deposit", and together with the Pre-Construction Deposit, the "Deposit").
Osisko Bermuda will provide 30% of the Deposit ($225 million, comprised of $30 million in Pre-Construction Deposit and $195 million in Construction Deposit) in exchange for a 30% interest in the Gold Stream and FNB will provide 70% of the Deposit in exchange for a 70% interest in the Gold Stream.
The deposit is payable as follows:
Osisko Bermuda will purchase refined gold equal to 6% of the contained gold produced from Cascabel until 225,000 ounces of gold have been delivered to it, and 3.6% thereafter for the remaining life of the mine. Osisko Bermuda will make ongoing cash payments for refined gold delivered equal to 20% of the spot price of gold at the time of delivery.
Gold NSR royalty - Dalgaranga gold project
In December 2024, the Company completed the acquisition of a 1.8% gross revenue royalty ("GRR") on the Dalgaranga Gold project (the "Dalgaranga Royalty") operated by Spartan Resources Limited ("Spartan") in Western Australia. In addition, Osisko acquired a 1.35% GRR (the "Exploration Royalty") on additional regional exploration licenses in proximity to the Dalgaranga gold project. The consideration paid by Osisko to the seller, Tembo Capital Mining Fund III, for the Dalgaranga Royalty and the Exploration Royalty totalled $50.0 million.
Silver stream amendments - Gibraltar mine
In December 2024, Osisko completed certain amendments to its silver stream (the "Gibraltar Silver Stream") with respect to the Gibraltar copper mine ("Gibraltar"), located in British Columbia, Canada, which is operated by a wholly-owned subsidiary of Taseko Mines Limited ("Taseko"). On March 25, 2024, Taseko announced the completion of its acquisition of an additional 12.5% interest in Gibraltar from Dowa Metals & Mining Co., Ltd. and Furukawa Co., Ltd. giving Taseko an effective 100% interest. In December 2024, Osisko and Taseko amended the Gibraltar Silver Stream to increase Osisko's effective stream percentage by 12.5% to 100%. Further to this, Osisko and Taseko also extended the step-down silver delivery threshold to coincide with Taseko's recently updated mineral reserve estimate for Gibraltar. Osisko paid a total consideration of $12.7 million to Taseko.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
12. Royalty, stream and other interests (continued)
Main impairment - 2024
NSR royalty - Eagle Gold mine
On June 24, 2024, Victoria Gold Corp. ("Victoria") announced that the heap leach facility at the Eagle Gold mine experienced a failure. Operations were suspended while the site operations team, along with management and the Yukon government officials continued to assess the situation and gathered information. Victoria confirmed that there had been some damage to infrastructure and a portion of the failure had left containment. Subsequently, on July 4, 2024, Victoria advised that it had received notices of default from its lenders under the credit agreement dated December 18, 2020. A default under the Eagle Royalty Agreement dated April 13, 2018 was also triggered and, consequently, Osisko provided a notice of default to Victoria on July 4, 2024. On July 12, 2024 and July 30, 2024, Victoria reported that there can be no assurance that the company will have the financial resources necessary to repair the damage to the equipment and facilities, to remediate the impacts caused by the incident or to restart production.
These elements were considered indicators of impairment, among other facts and circumstances, and, accordingly, management performed an impairment assessment on its Eagle Gold mine royalty interest as at June 30, 2024. The recoverable amount, in accordance with IAS 36 Impairment of Assets, was estimated to be $nil at June 30, 2024 based on management's assessment of the facts and circumstances which include, amongst others, the complete halt of production, the social and political environment surrounding the incident, the capital requirements related to mitigation and site restoration, and the ability to restart operations with authorization from the Yukon Director of Mineral Resources or with the necessary financial resources. As a result, the Company recognized a full impairment loss of $49.6 million ($36.4 million, net of income taxes) on June 30, 2024.
Subsequently, on August 14, 2024, the Ontario Superior Court of Justice appointed PricewaterhouseCoopers Inc. as receiver and manager, at the direction of the Yukon Government and under the supervision of the court, of all the assets, undertakings and properties of Victoria, which properties include but is not limited to the Eagle Gold mine.
In the event that there is a change in the facts and circumstances surrounding the situation at the Eagle Gold mine, and there is a restart of operations and resumption of precious metal deliveries to Osisko under its royalty agreement, a re-assessment of the recoverable amount of the Eagle Gold mine royalty interest will be performed at that time, which may lead to a reversal of part or all of the impairment loss that has been recognized.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
12. Royalty, stream and other interests (continued)
| Year ended December 31, 2023 |
||||||||||||
| Royalty interests |
Stream interests |
Offtake interests |
Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Balance - January 1 | 650,782 | 356,029 | 10,771 | 1,017,582 | ||||||||
| Additions | 55,894 | 161,851 | - | 217,745 | ||||||||
| Depletion | (17,799 | ) | (24,002 | ) | - | (41,801 | ) | |||||
| Impairments | (6,761 | ) | (28,950 | ) | - | (35,711 | ) | |||||
| Foreign exchange revaluation impact | 13,240 | 3,243 | - | 16,483 | ||||||||
| Balance - December 31 | 695,356 | 468,171 | 10,771 | 1,174,298 | ||||||||
| Producing | ||||||||||||
| Cost | 486,437 | 584,154 | - | 1,070,591 | ||||||||
| Accumulated depletion and impairments | (339,563 | ) | (232,522 | ) | - | (572,085 | ) | |||||
| Net book value - December 31 | 146,874 | 351,632 | - | 498,506 | ||||||||
| Development | ||||||||||||
| Cost | 307,823 | 141,789 | 24,545 | 474,157 | ||||||||
| Accumulated depletion and impairments | (645 | ) | (40,406 | ) | (20,842 | ) | (61,893 | ) | ||||
| Net book value - December 31 | 307,178 | 101,383 | 3,703 | 412,264 | ||||||||
| Exploration and evaluation | ||||||||||||
| Cost | 248,914 | 15,679 | 7,068 | 271,661 | ||||||||
| Accumulated depletion and impairments | (7,610 | ) | (523 | ) | - | (8,133 | ) | |||||
| Net book value - December 31 | 241,304 | 15,156 | 7,068 | 263,528 | ||||||||
| Total net book value - December 31 | 695,356 | 468,171 | 10,771 | 1,174,298 | ||||||||
Main acquisitions - 2023
Silver stream - CSA mine
In June 2023, Osisko Bermuda closed a silver purchase agreement (the "CSA Silver Stream") with Metals Acquisition Limited, now MAC Copper Limited ("MAC Copper") concurrently with the closing of the acquisition by MAC Copper of the producing CSA mine in New South Wales, Australia ("CSA") from a subsidiary of Glencore plc (the "CSA Acquisition Transaction"). The closing date of the CSA Acquisition Transaction and the Silver Stream was June 15, 2023 (the "Closing Date").
Pursuant to the CSA Silver Stream, Osisko Bermuda paid an upfront cash deposit to MAC Copper of $75.0 million (the "Silver Deposit"). Osisko Bermuda 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. The deliveries under the CSA Silver Stream accrued as of February 1, 2023.
MAC Copper has granted Osisko Bermuda a right of first refusal 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 Copper or an affiliate between the Closing Date and the later of the seventh anniversary of the Closing Date or the date on which Osisko Bermuda or any affiliate ceases to hold or control more than 5% of the issued and outstanding common shares of MAC Copper.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
12. Royalty, stream and other interests (continued)
Main acquisitions - 2023 (continued)
Copper stream - CSA mine
In June 2023, Osisko Bermuda closed a copper purchase agreement (the "CSA Copper Stream") with MAC Copper concurrently with the closing of the CSA Acquisition Transaction.
Pursuant to the CSA Copper Stream, Osisko Bermuda paid an upfront cash deposit to MAC Copper of $75.0 million. Osisko Bermuda will be entitled to receive refined copper equal to 3.0% of payable copper produced from CSA until the 5th anniversary of the Closing Date (the "First Threshold Stream"), then 4.875% of payable copper produced from CSA until 33,000 metric tonnes have been delivered in aggregate (the "Second Threshold Stream"), and thereafter 2.25% of payable copper produced from CSA for the remaining life of the mine. Osisko Bermuda will make ongoing payments for refined copper delivered equal to 4% of the spot copper price at the time of delivery. On the 5th anniversary of the Closing Date, MAC Copper will have the option to exercise certain buy-down rights by paying a one-time cash payment to Osisko Bermuda. MAC Copper and certain of its subsidiaries, including the operating subsidiary following closing of the CSA Acquisition Transaction, provided Osisko Bermuda with corporate guarantees and other security over their assets for its obligations under the CSA Copper Stream.
In conjunction with the CSA Silver Stream and CSA Copper Stream, Osisko Bermuda subscribed for $40.0 million in equity of MAC Copper as part of its concurrent equity financing.
Silver stream amendments - Gibraltar mine
In June 2023, Osisko completed certain amendments to its 75% Gibraltar Silver Stream with respect to the Gibraltar copper mine, located in British Columbia, Canada, which is operated by a wholly-owned subsidiary of Taseko. On March 15, 2023, Taseko announced the completion of its acquisition of an additional 12.5% interest in Gibraltar from Sojitz Corporation giving Taseko an effective 87.5% interest. Osisko and Taseko amended the Gibraltar Silver Stream to increase Osisko's effective stream percentage by 12.5% to 87.5%. Further to this, Osisko and Taseko also extended the step-down silver delivery threshold to coincide with Taseko's recently updated mineral reserve estimate for Gibraltar. Osisko paid a total consideration of $10.25 million to Taseko.
Copper and gold NSR royalty - Costa Fuego copper-gold project
In July 2023, Osisko closed the acquisition of a 1.0% copper NSR royalty and a 3.0% gold NSR royalty from Hot Chili Limited ("Hot Chili") covering the Costa Fuego copper-gold project in Chile, for a total cash consideration of $15.0 million. As part of the transaction, Osisko granted Hot Chili an option to buy-down a portion of the royalty, which can only occur upon a change of control, and which is exercisable until the fourth anniversary of the transaction closing date. The buydown option reduces each of the copper and gold royalty percentages by 0.5% (resulting in a 0.5% copper NSR royalty and 2.5% gold NSR royalty), in exchange for payment in an amount equal to 130%, 140%, or 150% of the up-front price paid by Osisko if exercised before the 2nd, 3rd or 4th anniversary of the transaction close. As part of the transaction, Hot Chili granted Osisko a corporate right of first offer on all future potential royalty and streaming opportunities, as well as certain other rights on proposed future royalty financings.
Gold NSR royalty - Namdini gold project
In October 2023, Osisko closed the acquisition of a 1% NSR royalty from Savannah Mining Limited covering the Namdini gold project ("Namdini") in Ghana for total consideration of $35.0 million. Namdini is controlled and will be operated by Shandong Gold Co Ltd. through its subsidiary Cardinal Namdini Mining Limited, which is owned in partnership with a subsidiary of China Railway Construction Group Corp Ltd.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
12. Royalty, stream and other interests (continued)
Main impairments - 2023
Renard diamonds stream - Stornoway Diamond (Canada) Inc.
On October 27, 2023, Stornoway announced it was temporarily suspending operations at its Renard mine and placing itself under the protection of the CCAA. The growing uncertainty of the diamond price in the short and medium term, coupled with the significant and sudden drop in the price of the resource on the world market, have had a major impact on Stornoway's long-term financial situation. This was in part due to the halt in the import of rough diamonds by India and by the global geopolitical climate. These elements were considered indicators of impairment, among other facts and circumstances, and, accordingly, management performed an impairment assessment as at September 30, 2023. The impairment assessment resulted in an impairment charge of $11.2 million ($8.2 million, net of income taxes) on the Renard diamond stream.
As at September 30, 2023, the Renard diamond stream was written down to its estimated recoverable amount of $1.5 million, which was determined by the estimated net proceeds to be received from the sales of diamonds held in inventory at the date Stornoway suspended its activities. The main valuation inputs used were the expected diamond prices per carat to be realized and probabilities allocated to each expected sale to be realized. No discount rate was applied considering that the diamonds are expected to be sold within a relatively short period of time. As at December 31, 2023, the Renard diamond stream has a book value of nil, as the last sales expected from the Renard diamond stream were completed prior to year-end.
Tintic stream - Osisko Development
On December 31, 2023, the Company assessed if there were any indicators of impairment on its Tintic stream (which includes the Trixie deposit), and concluded that there were indicators of impairment and, accordingly, management performed an impairment assessment. As a result of the impairment assessment, the Company recorded an impairment charge of $17.8 million on its Tintic stream.
On December 31, 2023, the Tintic steam was written down to its estimated recoverable amount, which was determined by the value-in-use using a discounted cash-flows approach. The main valuation inputs used were the cash flows expected to be generated by the sale of gold from the Tintic project over its estimated life of the mine, based on an average gold price per ounce of $1,870, a real discount rate of 6.0% and weighted probabilities of different production scenarios.
A sensitivity analysis was performed by management on the gold price. If gold price per ounce applied to the cash flow projections had been 10% lower than management's estimates, the additional impairment would be immaterial.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
13. Goodwill
The Company's goodwill is allocated to a group of cash generating units: the Canadian Malartic NSR royalty and the Éléonore NSR royalty ("CGUs").
The Company tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of the CGUs is determined based on the fair value less costs of disposal calculations using a discounted cash-flows approach, which require the use of assumptions and unobservable inputs, and therefore is classified as level 3 of the fair value hierarchy. The calculations use cash flow projections expected to be generated by the sale of gold and silver received from the CGUs based on annual gold and silver production over their estimated life from publicly released technical information by the operators to predict future performance.
The following table sets out the key assumptions for the CGUs in addition to annual gold and silver production over the estimated life of the Canadian Malartic Complex and the Éléonore mine:
| 2024 | 2023 | |||||
| Long-term gold price (per ounce) | $ | 2,184 | $ | 1,754 | ||
| Long-term silver price (per ounce) | $ | 27 | $ | 23 | ||
| Post-tax real discount rate | 4.9% | 5.0% |
Management has determined the values assigned to each of the above key assumptions as follows:
| Assumption | Approach used to determine values |
| Long-term gold price | Based on current gold market trends consistent with external sources of information, such as long-term gold price consensus. |
| Long-term silver price | Based on current silver market trends consistent with external sources of information, such as long-term silver price consensus. |
| Post-tax real discount rate | Reflects specific risks relating to gold mines operating in Québec, Canada. |
The Company's management has considered and assessed reasonably possible changes for key assumptions and has not identified any instances that could cause the carrying amount of the CGUs to exceed their recoverable amounts.
In 2024, and 2023, all changes in goodwill carrying amounts are related to foreign currency exchange differences.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
14. Accounts payable and accrued liabilities
| December 31, | December 31, | |||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Trade payables | 1,378 | 2,373 | ||||
| Other payables | 3,066 | 3,042 | ||||
| Accrued interests on long-term debt | 342 | 529 | ||||
| Other accrued liabilities | 545 | 261 | ||||
| 5,331 | 6,205 |
15. Lease liabilities
| 2024 | 2023 | |||||
| $ | $ | |||||
| Balance - January 1 | 6,050 | 5,628 | ||||
| New liability | - | 999 | ||||
| Payments of liabilities | (817 | ) | (721 | ) | ||
| Foreign exchange revaluation impact | (450 | ) | 144 | |||
| Balance - December 31 | 4,783 | 6,050 | ||||
| Current | 852 | 849 | ||||
| Non-current | 3,931 | 5,201 | ||||
| Balance - December 31 | 4,783 | 6,050 |
Lease liabilities are mainly related to leases for office space.
16. Long-term debt
| 2024 | 2023 | |||||
| $ | $ | |||||
| Balance - January 1 | 145,080 | 109,231 | ||||
| Increase in revolving credit facility | 35,000 | 190,000 | ||||
| Repayment of revolving credit facility | (84,721 | ) | (155,787 | ) | ||
| Foreign exchange revaluation impact | (1,459 | ) | 1,636 | |||
| Balance - December 31 | 93,900 | 145,080 |
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
16. Long-term debt (continued)
| December 31, | December 31, | |||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Revolving credit facility | 93,900 | 145,246 | ||||
| Unamortized discount on banker's acceptances | - | (166 | ) | |||
| Long-term debt, net | 93,900 | 145,080 | ||||
| Current portion | - | - | ||||
| Non-current portion | 93,900 | 145,080 | ||||
| 93,900 | 145,080 |
Revolving credit facility
A total amount of C$550.0 million ($382.3 million) is available under the revolving credit facility (the "Facility"), with an additional uncommitted accordion of up to C$200.0 million ($139.0 million).
In April 2024, the maturity date of the Facility was extended from September 29, 2026 to April 30, 2028. The uncommitted accordion is subject to acceptance by the lenders. The Facility is to be used for general corporate purposes and investments in the mineral industry, including the acquisition of royalties, streams and other interests. The Facility is secured by the Company's assets.
The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate, Canadian Overnight Repo Rate Average ("CORRA") or Secured Overnight Financing Rate ("SOFR"), plus an applicable margin depending on the Company's leverage ratio. As at December 31, 2024, the effective interest rate on the drawn balance was 5.8%, including the applicable margin.
The Facility includes quarterly covenants that require the Company to maintain certain financial ratios, including the Company's leverage ratios and meet certain non-financial requirements. As at December 31, 2024, all such ratios and requirements were met.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
17. Share capital
Shares
Authorized
Unlimited number of common shares, without par value
Unlimited number of preferred shares, issuable in series
Normal Course Issuer Bid
In December 2024, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the NCIB program, Osisko may acquire up to 9,331,275 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2024 NCIB program are authorized from December 12, 2024 until December 11, 2025. Daily purchases will be limited to 73,283 common shares, other than block purchase exemptions.
Under the terms of the previous NCIB program, Osisko was allowed to acquire up to 9,258,298 of its common shares from time to time, from December 12, 2023 to December 11, 2024. Daily purchases were limited to 94,834 common shares.
During the year ended December 31, 2024, the Company purchased for cancellation a total of 26,000 common shares for $0.4 million (C$0.6 million; average acquisition price per share of C$22.48). During the year ended December 31, 2023, the Company did not purchase any common shares under the NCIB program.
Dividends
The following table provides details on the dividends declared by the Company for the years ended December 31, 2024 and 2023:
| Declaration date |
Dividend per share |
Record date |
Payment date |
Total dividends |
||||
| C$ | $ | |||||||
| February 20, 2024 | 0.060 | March 28, 2024 | April 15, 2024 | 8,271,000 | ||||
| May 8, 2024 | 0.065 | June 28, 2024 | July 15, 2024 | 8,843,000 | ||||
| August 6, 2024 | 0.065 | September 30, 2024 | October 15, 2024 | 8,878,000 | ||||
| November 6, 2024 | 0.065 | December 31, 2024 | January 15, 2025 | 8,673,000 | ||||
| Year 2024 | 0.255 | 34,665,000 | ||||||
| February 23, 2023 | 0.055 | March 31, 2023 | April 14, 2023 | 7,511,000 | ||||
| May 10, 2023 | 0.060 | June 30, 2023 | July 14, 2023 | 8,268,000 | ||||
| August 9, 2023 | 0.060 | September 29, 2023 | October 16, 2023 | 8,281,000 | ||||
| November 8, 2023 | 0.060 | December 29, 2023 | January 15, 2024 | 8,163,000 | ||||
| Year 2023 | 0.235 | 32,223,000 |
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
17. Share capital (continued)
Dividends (continued)
Dividend reinvestment plan
The Company offers a dividend reinvestment plan ("DRIP") that allows Canadian and U.S. shareholders to reinvest their cash dividends into additional common shares either purchased on the open market through the facilities of the TSX or the NYSE, or issued directly from treasury by the Company, or acquired by a combination thereof. In the case of a treasury issuance, the price will be the weighted average price of the common shares on the TSX or the NYSE during the five trading days immediately preceding the dividend payment date, less a discount, if any, of up to 5%, at the Company's sole election.
As at December 31, 2024, the holders of 18.4 million common shares had elected to participate in the DRIP, representing dividends payable of $0.8 million. During the year ended December 31, 2024, the Company issued 205,741 common shares under the DRIP, at a discount rate of 3% (140,405 common shares in 2023 at a discount rate of 3%). On January 15, 2025, 45,878 common shares were issued under the DRIP at a discount rate of 3%.
Capital management
The Company's primary objective when managing capital is to maximize returns for its shareholders by growing its asset base, mostly through accretive acquisitions of high-quality royalties, streams and other similar interests, while ensuring capital protection. The Company defines capital as long-term debt and total equity, including the undrawn portion of the revolving credit facility. Capital is managed by the Company's management and governed by the Board of Directors.
| December 31, | December 31, | |||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Long-term debt | 93,900 | 145,080 | ||||
| Total equity | 1,188,953 | 1,247,931 | ||||
| Undrawn revolving credit facility(i) | 288,336 | 270,775 | ||||
| 1,571,189 | 1,663,786 |
(i) Excluding the potential additional available credit (accordion) of C$200.0 million ($139.0 million) as at December 31, 2024 and 2023 (Note 16).
There were no changes in the Company's approach to capital management during the year ended December 31, 2024, compared to the prior year. The Company is not subject to material externally imposed capital requirements and is in compliance with all its covenants under its revolving credit facility (Note 16) as at December 31, 2024.
18. Share-based compensation
Share options
The Company offers a share option plan (the "Option Plan") to its officers, employees and consultants. Options may be granted at an exercise price determined by the Board of Directors but shall not be less than the closing market price of the common shares of the Company on the TSX on the day prior to their grant. No participant shall be granted an option which exceeds 5% of the issued and outstanding shares of the issuer at the time of granting of the option. The number of common shares issued to insiders of the issuer within one year and issuable to the insiders at any time under the Option Plan or combined with all other share compensation arrangements, cannot exceed 8% of the issued and outstanding common shares. The duration and the vesting period are determined by the Board of Directors. However, the expiry date may not exceed 7 years after the date of granting.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
18. Share-based compensation (continued)
Share options (continued)
The following table summarizes information about the movement of the share options outstanding:
| 2024 | 2023 | ||||||||||||
| Weighted | Weighted | ||||||||||||
| Number of | average | Number of | average | ||||||||||
| options | exercise price | options | exercise price | ||||||||||
| C$ | C$ | ||||||||||||
| Balance - January 1 | 3,122,006 | 14.50 | 3,511,922 | 13.55 | |||||||||
| Granted (i) | 287,300 | 18.72 | 728,700 | 18.08 | |||||||||
| Exercised | (956,758 | ) | 13.44 | (938,615 | ) | 13.47 | |||||||
| Forfeited / Cancelled | - | - | (171,335 | ) | 15.95 | ||||||||
| Expired | (6 | ) | 13.93 | (8,666 | ) | 13.50 | |||||||
| Balance - December 31 | 2,452,542 | 15.41 | 3,122,006 | 14.50 | |||||||||
| Options exercisable - December 31 | 1,703,943 | 14.51 | 1,920,804 | 13.66 | |||||||||
(i) Options were granted to officers and employees.
The weighted average share price when share options were exercised during the year ended December 31, 2024 was C$23.59 (C$19.56 for the year ended December 31, 2023).
The following table summarizes the share options outstanding as at December 31, 2024:
| Options outstanding | Options exercisable | |||||||||
| Weighted | ||||||||||
| average | ||||||||||
| Weighted | remaining | Weighted | ||||||||
| Exercise | Number of | average | contractual | Number of | average | |||||
| price range | options | exercise price | life (years) | options | exercise price | |||||
| C$ | C$ | C$ | ||||||||
| 12.70 - 14.50 | 1,471,276 | 13.53 | 1.4 | 1,305,509 | 13.44 | |||||
| 15.97 - 22.20 | 981,266 | 18.22 | 3.7 | 398,434 | 18.00 | |||||
| 2,452,542 | 15.41 | 2.3 | 1,703,943 | 14.51 | ||||||
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
18. Share-based compensation (continued)
Share options (continued)
The options, when granted, are accounted for at their fair value determined by the Black-Scholes option pricing model based on the vesting period and on the following weighted average assumptions:
| 2024 | 2023 | |||||
| Dividend per share | 1.3% | 1.5% | ||||
| Expected volatility | 37% | 41% | ||||
| Risk-free interest rate | 3.8% | 3.8% | ||||
| Expected life | 45 months | 47 months | ||||
| Weighted average share price | C$18.72 | C$18.08 | ||||
| Weighted average fair value of options granted | C$5.65 | C$5.88 |
The expected volatility was estimated using Osisko's historical data from the date of grant and for a period corresponding to the expected life of the options. Share options are exercisable at the closing market price of the common shares of the Company on the day prior to their grant.
The fair value of the share options is recognized as compensation expense over the vesting period. In 2024, the total share-based compensation related to share options amounted to $1.6 million ($3.1 million in 2023).
Deferred and restricted share units
The Company offers a DSU plan to its non-executive directors and a RSU plan to its officers, employees and consultants as part of their long-term compensation package. Under the plans, payments may be settled in the form of common shares, cash or a combination of common shares and cash, at the sole discretion of the Company. The plans are currently classified as equity-settled plans.
The following table summarizes information about the DSU and RSU movements:
| 2024 | 2023 | ||||||||||||
| DSU (i) | RSU (ii) | DSU (i) | RSU (ii) | ||||||||||
| Balance - January 1 | 414,278 | 717,105 | 429,575 | 852,803 | |||||||||
| Granted | 70,440 | 308,000 | 56,895 | 235,540 | |||||||||
| Reinvested dividends | 4,578 | 8,247 | 5,545 | 10,836 | |||||||||
| Settled | (42,095 | ) | (272,160 | ) | (69,678 | ) | (298,313 | ) | |||||
| Forfeited | (11,696 | ) | (18,990 | ) | (8,059 | ) | (83,761 | ) | |||||
| Balance - December 31 | 435,505 | 742,202 | 414,278 | 717,105 | |||||||||
| Balance - Vested | 381,246 | - | 365,098 | - | |||||||||
(i) Unless otherwise decided by the Board of Directors of the Company, the DSU vest the day prior to the next annual general meeting and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, to each non-executive director when he or she leaves the board or is not re-elected. The accounting value of the payout is determined by multiplying the number of DSU expected to vest at the settlement date by the closing price of the Company's shares on the day prior to the grant date, and is recognized over the vesting period. On the settlement date, one common share will be issued for each DSU, after deducting any income taxes payable on the benefit earned by the director that must be remitted by the Company to the tax authorities. The DSU granted in 2024 have a weighted average value of C$21.84 per DSU (C$21.16 per DSU in 2023).
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
18. Share-based compensation (continued)
Deferred and restricted share units (continued)
(ii) One half of the RSU is time-based (the "time-based RSU") and the other half is time-based and depends on the achievement of certain performance measures (the "performance-based RSU"). The time-based RSU granted prior to 2024 vest and are payable three years after the grant date. The time-based RSU granted in 2024 vest and are payable in three equal tranches at each anniversary of the grant date. The performance-based RSU vest and are payable three years after the grant date. The RSU are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company. The accounting value of the payout is determined by multiplying the number of RSU expected to vest at the settlement date by the closing price of the Company's shares on the day prior to the grant date, and is recognized over the vesting period and adjusted for the performance-based components, when applicable. On the settlement date, one common share is issued for each vested RSU, after deducting any income taxes payable on the benefit earned by the employee that must be remitted by Osisko to the tax authorities. The RSU granted in 2024 have a weighted average value of C$18.79 per RSU (C$17.87 per RSU in 2023).
The total share-based compensation expense related to the DSU and RSU plans in 2024 amounted to $4.7 million ($4.6 million in 2023).
Based on the closing price of the common shares at December 31, 2024 ($18.10 or C$26.03), and considering a marginal income tax rate of 53.3%, the estimated amount that Osisko is expected to transfer to the tax authorities to settle the employees' tax obligations related to the vested DSU and RSU to be settled in equity amounts to $3.7 million ($2.8 million as at December 31, 2023) and to $11.4 million based on all DSU and RSU outstanding ($8.6 million as at December 31, 2023).
19. Income taxes
(a) Income tax expense
The income tax recorded in the consolidated statements of income (loss) for the years ended December 31, 2024 and 2023 is presented as follows:
| 2024 | 2023 | |||||
| $ | $ | |||||
| Current income tax | ||||||
| Expense for the year | 2,692 | 1,915 | ||||
| Current income tax expense | 2,692 | 1,915 | ||||
| Deferred income tax (Note 19 (b)): | ||||||
| Origination and reversal of temporary differences | 5,521 | 1,875 | ||||
| Change in unrecognized deductible temporary differences | 5,174 | 7,460 | ||||
| Adjustments in respect of prior years | 462 | (1,694 | ) | |||
| Other | 26 | 233 | ||||
| Deferred income tax expense | 11,183 | 7,874 | ||||
| Income tax expense | 13,875 | 9,789 |
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
19. Income taxes (continued)
(a) Income tax expense (continued)
The provision for income taxes presented in the consolidated statements of income (loss) differs from the amount that would arise using the statutory income tax rate applicable to income of the consolidated entities, as a result of the following:
| 2024 | 2023 | |||||
| $ | $ | |||||
| Earnings (loss) before income taxes | 30,142 | (27,637 | ) | |||
| Income tax provision calculated using the combined Canadian federal and provincial statutory income tax rate | 7,988 | (7,324 | ) | |||
| Increase (decrease) in income taxes resulting from: | ||||||
| Non-deductible (revenues) expenses, net | (59 | ) | 71 | |||
| Non-taxable portion of capital losses, net | 6,051 | 9,915 | ||||
| Differences in foreign statutory tax rates | (6,566 | ) | 918 | |||
| Changes in unrecognized deferred tax assets | 5,174 | 7,460 | ||||
| Foreign withholding taxes | 799 | 210 | ||||
| Adjustments in respect of prior years | 462 | (1,694 | ) | |||
| Other | 26 | 233 | ||||
| Total income tax expense | 13,875 | 9,789 |
The 2024 and 2023 Canadian federal and provincial statutory income tax rate is 26.5%.
(b) Deferred income taxes
The components that give rise to deferred income tax assets and liabilities are as follows:
| December 31, | December 31, | ||||||
| 2024 | 2023 | ||||||
| $ | $ | ||||||
| Deferred tax assets: | |||||||
| Non-capital losses | 8,387 | 26,615 | |||||
| Deferred and restricted share units | 4,116 | 3,234 | |||||
| Share and debt issue expenses | 888 | 1,484 | |||||
| Other | 478 | 4 | |||||
| 13,869 | 31,337 | ||||||
| Deferred tax liabilities: | |||||||
| Royalty interests | (85,089 | ) | (98,765 | ) | |||
| Stream interests | (4,634 | ) | (4,038 | ) | |||
| Investments | (380 | ) | (1,331 | ) | |||
| (90,103 | ) | (104,134 | ) | ||||
| Deferred tax liability, net | (76,234 | ) | (72,797 | ) | |||
Deferred tax assets and liabilities have been offset on the balance sheets where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
19. Income taxes (continued)
(b) Deferred income taxes (continued)
The movement in net deferred tax liabilities during the years ended December 31, 2024 and 2023 may be summarized as follows:
| 2024 | 2023 | |||||
| $ | $ | |||||
| Balance - January 1 | (72,797 | ) | (63,917 | ) | ||
| Recognized in net earnings | (11,183 | ) | (7,874 | ) | ||
| Recognized in other comprehensive loss / income | 918 | 535 | ||||
| Recognized in equity | 929 | 297 | ||||
| Currency conversion adjustment | 5,899 | (1,838 | ) | |||
| Balance - December 31 | (76,234 | ) | (72,797 | ) |
(c) Unrecognized deferred tax liabilities
The aggregate amount of taxable temporary differences associated with investments in subsidiaries, for which deferred tax liabilities have not been recognized as at December 31, 2024, is $73.7 million ($53.4 million as at December 31, 2023). No deferred tax liabilities are recognized on the temporary differences associated with investments in subsidiaries because the Company controls the timing of reversal and it is not probable that they will reverse in the foreseeable future.
(d) Unrecognized deferred tax assets
As at December 31, 2024, the Company had temporary differences associated with marketable securities with a tax benefit of $35.8 million ($34.0 million as at December 31, 2023), which are not recognized as deferred tax assets. The Company recognizes the benefit of tax attributes only to the extent of anticipated future taxable income that can be reduced by these attributes.
20. Additional information on the consolidated statements of income (loss)
| 2024 | 2023 | |||||
| $ | $ | |||||
| Revenues | ||||||
| Royalty interests | 130,375 | 118,829 | ||||
| Stream interests | 60,782 | 64,399 | ||||
| 191,157 | 183,228 | |||||
| Cost of sales | ||||||
| Royalty interests | 413 | 379 | ||||
| Stream interests | 6,325 | 11,956 | ||||
| 6,738 | 12,335 |
| Depletion | ||||||
| Royalty interests | 12,208 | 17,796 | ||||
| Stream interests | 20,399 | 24,005 | ||||
| 32,607 | 41,801 |
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
20. Additional information on the consolidated statements of income (loss) (continued)
| 2024 | 2023 | |||||
| $ | $ | |||||
| Other operating expenses | ||||||
| Employee benefit expenses (see below) | 14,586 | 19,177 | ||||
| Impairment of assets | 49,558 | 35,711 | ||||
| Professional fees | 4,631 | 4,907 | ||||
| Insurance costs | 1,356 | 1,486 | ||||
| Amortization | 965 | 906 | ||||
| Travel expenses | 838 | 670 | ||||
| Communication and promotional expenses | 758 | 642 | ||||
| Public company expenses | 565 | 600 | ||||
| Rent and office expenses | 427 | 414 | ||||
| Other, net | (196 | ) | 116 | |||
| 73,488 | 64,629 | |||||
| Employee benefit expenses | ||||||
| Salaries and short-term employee benefits | 8,348 | 8,363 | ||||
| Termination benefits (Note 21) | - | 4,197 | ||||
| Share-based compensation | 6,238 | 6,617 | ||||
| 14,586 | 19,177 | |||||
| Other losses, net | ||||||
| Change in fair value of financial assets at fair value through profit and loss | 343 | (9,748 | ) | |||
| Net (loss) gain on dilution of investments in associates (Note 10) | (9,300 | ) | 3,580 | |||
| Net loss on disposal of an associate (Note 10) | - | (5,459 | ) | |||
| Net loss on deemed disposal of an associate (Note 10) | - | (2,277 | ) | |||
| Impairment of investments in associates (Note 10) | - | (48,968 | ) | |||
| Change in allowance for expected credit loss and write-off of other investments and interest receivable (Note 11) | 1,399 | (27,831 | ) | |||
| Other | (2,362 | ) | 502 | |||
| (9,920 | ) | (90,201 | ) |
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
21. Key management
Key management includes directors (executive and non-executive) and the executive management team. The compensation paid or payable to key management for employee services is presented below:
| 2024 | 2023 | |||||
| $ | $ | |||||
| Salaries and short-term employee benefits | 3,036 | 3,326 | ||||
| Termination benefits | - | 4,094 | ||||
| Share-based compensation | 2,925 | 4,719 | ||||
| 5,961 | 12,139 |
Key management employees are subject to employment agreements which provide for payments on termination of employment without cause or following a change of control providing for payments of between once to twice base salary and bonus and certain vesting acceleration clauses on restricted and deferred share units and share options. In 2023, termination benefits include a share-based compensation expense of $1.1 million related to certain share-based awards to outgoing executives.
22. Net earnings (loss) per share
| 2024 | 2023 | |||||
| $ | $ | |||||
| Net earnings (loss) | 16,267 | (37,426 | ) | |||
| Basic weighted average number of common shares outstanding (in thousands) | 186,290 | 185,036 | ||||
| Dilutive effect of share options | 915 | - | ||||
| Dilutive effect of RSU and DSU | 376 | - | ||||
| Diluted weighted average number of common shares | 187,581 | 185,036 | ||||
| Net loss per share | ||||||
| Basic and diluted | 0.09 | (0.20 | ) |
For the year ended December 31, 2024, 53,200 share options were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.
As a result of the net loss for the year ended December 31, 2023, all potentially dilutive common shares are deemed to be antidilutive for the period and thus diluted net loss per share is equal to the basic net loss per share.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
23. Additional information on the consolidated statements of cash flows
| 2024 | 2023 | ||||||
| $ | $ | ||||||
| Interests received measured using the effective rate method | 4,352 | 4,141 | |||||
| Interests paid on long-term debt | 7,255 | 12,722 | |||||
| Income taxes paid | 2,692 | 1,915 | |||||
| Changes in non-cash working capital items | |||||||
| Increase in amounts receivable | (880 | ) | (3,603 | ) | |||
| (Increase) decrease in other current assets | (220 | ) | 488 | ||||
| (Decrease) increase in accounts payable and accrued liabilities | (777 | ) | 1,603 | ||||
| (1,877 | ) | (1,512 | ) | ||||
24. Financial risks
The Company's activities expose it to a variety of financial risks: market risks (including interest rate risk, foreign currency risk and other price risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's performance.
Risk management is carried out under policies approved by the Board of Directors. The Board of Directors provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidities.
(a) Market risks
(i) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates.
The Company's interest rate risk on financial assets is primarily related to cash, which bear interest at variable rates. Based on the cash balance as at December 31, 2024, the impact on interest income over a 12-month horizon of a 1.0% shift in interest rates would be immaterial. Other financial assets are not exposed to interest rate risk because they are mostly non-interest bearing or bear interest at fixed rates.
The revolving credit facility bears a variable interest rate and, based on the revolving credit facility's balance as at December 31, 2024, the impact on financial expenses over a 12-month horizon of a 1.0% shift in interest rates would be immaterial. Other financial liabilities are not exposed to interest rate risk because they are non-interest bearing or bear a fixed interest rate.
(ii) Foreign exchange risk
The functional currencies of the Company's entities include the Canadian, U.S. and Australian dollars with the reporting currency of the Company being the U.S. dollar. The Company is exposed to foreign exchange risk arising from currency volatility, primarily with respect to the assets and liabilities denominated in U.S. dollars held by entities having the Canadian dollar as their functional currency, including material cash balances denominated in U.S. dollars and outstanding drawdowns on its credit facility in U.S. dollars, and is therefore exposed to material gains or losses on foreign exchange.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
24. Financial risks (continued)
(a) Market risks (continued)
(ii) Foreign exchange risk (continued)
As at December 31, 2024 and 2023, the balances in U.S. dollars held by entities having the Canadian dollar as their functional currency were as follows:
| December 31, | ||||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Cash | 9,639 | 9,225 | ||||
| Amounts receivable | 73 | 1,767 | ||||
| Other assets | 975 | 1,037 | ||||
| Accounts payable and accrued liabilities | (285 | ) | (473 | ) | ||
| Revolving credit facility | (80,000 | ) | (115,000 | ) | ||
| Net exposure, in U.S. dollars | (69,598 | ) | (103,444 | ) | ||
| Equivalent in Canadian dollars | (100,145 | ) | (136,815 | ) | ||
Based on the balances as at December 31, 2024, a 5% fluctuation in the exchange rates on that date (with all other variables being constant) would have resulted in a variation of net earnings of approximately $3.6 million in 2024 ($5.3 million in 2023).
The Company also records currency translation adjustment gains or losses, through comprehensive income or loss, arising primarily from the fluctuation of the U.S. dollar on its assets and liabilities denominated in Canadian dollars held by entities having the Canadian dollar as their functional currency.
(iii) Other price risk
The Company is exposed to equity price risk as a result of holding long-term investments in mining companies. The equity prices of long-term investments are impacted by various underlying factors, including commodity prices. Based on the Company's long-term investments held as at December 31, 2024 and 2023, a 10% increase (decrease) in the equity prices of these investments would have an immaterial impact on net earnings and would increase (decrease) other comprehensive income (loss) by $5.4 million for the year ended December 31, 2024 ($1.2 million for the year ended December 31, 2023).
(b) Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge its obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash, amounts receivable, short-term investments and other financing facilities receivable. The Company reduces its credit risk by investing its cash in high interest savings accounts with Canadian and U.S. recognized financial institutions. In the case of amounts receivable, short-term investments and other financing facilities, the Company performs either a credit analysis or ensures that it has sufficient guarantees in case of a non-payment by the third-party to cover the net book value of the note. A provision is recorded if there is an expected credit loss based on the analysis. In some cases, the loans receivable could be applied against stream deposits due by the Company or converted into a royalty if the third-party is not able to reimburse its loan. As at December 31, 2024, a provision of $34.2 million ($33.1 million as at December 31, 2023) is recorded as a result of the expected credit loss analysis, mostly on certain loans made to the company holding the Renard diamond mine and the Amulsar gold project (the loans that were considered as credit-impaired were fully provisioned as the companies are not expected to be in a position to reimburse them).
The maximum credit exposure of the Company corresponds to the respective instrument's net carrying amount.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
24. Financial risks (continued)
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages the liquidity risk by continuously monitoring actual and projected cash flows, considering the requirements related to its investment commitments and matching the maturity profile of financial assets and liabilities. The Board of Directors reviews and approves any material transaction out of the ordinary course of business, including proposals on mergers, acquisitions or other major investment or divestitures. The Company also manages liquidity risk through the management of its capital structure and financial leverage as outlined in Note 17. As at December 31, 2024, cash is invested in high interest savings accounts held with Canadian and U.S. recognized financial institutions.
As at December 31, 2024, all financial liabilities to be settled in cash or by the transfer of other financial assets mature within 90 days, except for the revolving credit facility and the lease liabilities, which are described below:
| As at December 31, 2024 | |||||||||||||||||||||
| Total amount payable |
Estimated annual payments | ||||||||||||||||||||
| Maturity | 2025 | 2026 | 2027 | 2028 | 2029 | ||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Revolving credit facility (i) | 115,226 | April 30, 2028 | 6,397 | 6,397 | 6,397 | 96,035 | - | ||||||||||||||
| Lease liabilities | 5,916 | December 31, 2029 | 1,245 | 1,259 | 1,259 | 1,113 | 1,040 | ||||||||||||||
| 121,142 | 7,642 | 7,656 | 7,656 | 97,148 | 1,040 | ||||||||||||||||
(i) The interest payable is based on the actual interest rates and foreign exchange rates as at December 31, 2024.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
25. Fair value of financial instruments
The following table provides information about financial assets and liabilities measured at fair value in the consolidated balance sheets and categorized by level according to the significance of the inputs used in making the measurements.
Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2- Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
| December 31, 2024 | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Recurring measurements | ||||||||||||
| Financial assets at fair value through profit or loss (i) | ||||||||||||
| Warrants on equity securities and convertible debentures and notes | ||||||||||||
| Publicly traded mining companies | ||||||||||||
| Precious metals | - | - | 6,534 | 6,534 | ||||||||
| Other minerals | 11 | - | 3 | 14 | ||||||||
| Financial assets at fair value through other comprehensive (loss) income (i) | ||||||||||||
| Equity securities | ||||||||||||
| Publicly traded mining companies | ||||||||||||
| Precious metals | 1,822 | - | 138 | 1,960 | ||||||||
| Other minerals (ii) | 53,353 | - | - | 53,353 | ||||||||
| 55,186 | - | 6,675 | 61,861 | |||||||||
| December 31, 2023 | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Recurring measurements | ||||||||||||
| Financial assets at fair value through profit or loss (i) | ||||||||||||
| Warrants on equity securities and convertible debentures and notes | ||||||||||||
| Publicly traded mining companies | ||||||||||||
| Precious metals | - | - | 6,706 | 6,706 | ||||||||
| Other minerals | 33 | - | 27 | 60 | ||||||||
| Financial assets at fair value through other comprehensive (loss) income (i) | ||||||||||||
| Equity securities | ||||||||||||
| Publicly traded mining companies | ||||||||||||
| Precious metals | 2,688 | - | 150 | 2,838 | ||||||||
| Other minerals (ii) | 60,731 | - | - | 60,731 | ||||||||
| 63,452 | - | 6,883 | 70,335 | |||||||||
(i) On the basis of its analysis of the nature, characteristics and risks of equity securities, the Company has determined that presenting them by industry and type of investment is appropriate.
(ii) Equity securities classified under other minerals are mostly related to copper.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
25. Fair value of financial instruments (continued)
During the year ended December 31, 2024, there were no transfers among Level 1, Level 2 and Level 3. During the year ended December 31, 2023, common shares having a fair value of $2.3 million were transferred from Level 3 to Level 1 as these common shares began trading on a recognized stock exchange.
Financial instruments in Level 1
The fair value of financial instruments traded in active markets is based on quoted market prices on a recognized securities exchange at the balance sheet dates. The quoted market price used for financial assets held by the Company is the last transaction price. Instruments included in Level 1 consist primarily of common shares and warrants trading on recognized securities exchanges, such as the TSX, TSX Venture or NEO.
Financial instruments in Level 2
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on the Company's specific estimates. If all significant inputs required to measure the fair value of an instrument are observable, the instrument is included in Level 2. Instruments included in Level 2 consist of notes receivable. If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3.
Financial instruments in Level 3
Financial instruments classified in Level 3 include convertible instruments and warrants held by the Company that are not traded on a recognized securities exchange. The fair value of the investments in convertible instruments and warrants is determined directly or indirectly using the Black-Scholes option pricing model which includes significant inputs not based on observable market data.
The following table presents the changes in the Level 3 investments (comprised of warrants and convertible instruments) for the years ended December 31, 2024 and 2023:
| 2024 | 2023 | ||||||
| $ | $ | ||||||
| Balance - January 1 | 6,883 | 19,862 | |||||
| Transfer of common shares from level 3 to level 1 | - | (2,266 | ) | ||||
| Disposals | - | (3,698 | ) | ||||
| Change in fair value - warrants expired (i) | 4 | (417 | ) | ||||
| Change in fair value - investments held at the end of the period (i) | 339 | (6,991 | ) | ||||
| Foreign exchange revaluation impact | (551 | ) | 393 | ||||
| Balance - December 31 | 6,675 | 6,883 | |||||
(i) Recognized in the consolidated statements of income (loss) under other losses, net.
The fair value of the financial instruments classified as Level 3 depends on the nature of the financial instruments.
The fair value of the warrants on equity securities and the convertible instruments of publicly traded mining exploration and development companies, classified as Level 3, is determined using directly or indirectly the Black-Scholes option pricing model. The main non-observable input used in the model is the expected volatility. An increase/decrease in the expected volatility used in the models of 10% would have resulted in an insignificant variation of the fair value of the warrants and convertible instruments as at December 31, 2024 and 2023.
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
25. Fair value of financial instruments (continued)
Financial instruments not measured at fair value on the consolidated balance sheets
Financial instruments that are not measured at fair value on the consolidated balance sheets are represented by cash, short-term investments, revenues receivable from royalty, stream and other interests, other receivables, other financing facilities receivable, accounts payable and accrued liabilities and long-term debt. The fair values of cash, short-term investments, revenues receivable from royalty, stream and other interests, other receivables and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature. The carrying value of the liability under the revolving credit facility approximates its fair value given that the credit spread is similar to the credit spread the Company would obtain under similar conditions at the reporting date. The fair value of the other financing credit facilities receivable approximate their carrying value as there were no significant changes in economic and risk parameters or assumptions related to the instruments since the issuance, acquisition or renewal of those financial instruments, with the exception of one note receivable for which an allowance for expected credit loss and a write-off were recorded on June 30, 2023 and September 30, 2023, respectively (Note 11), as the credit risk related to this note receivable had increased significantly during the related periods.
26. Segment disclosure
The President and Chief Executive Officer (chief operating decision-maker) organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests. All of the Company's assets, liabilities, revenues, expenses and cash flows are attributable to this single operating segment. The following tables present segmented information for this single segment.
Geographic revenues
Geographic revenues, including revenues derived from the sale of metals and diamonds received or acquired from in-kind royalties, streams and other interests, are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the years ended December 31, 2024 and 2023, royalty, stream and other interest revenues were earned from the following jurisdictions:
| North America (i) |
South America |
Australia |
Africa |
Europe |
Total |
|||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| 2024 | ||||||||||||||||||
| Royalties | 126,101 | 1,338 | 240 | 2,696 | - | 130,375 | ||||||||||||
| Streams | 8,204 | 22,371 | 19,808 | - | 10,399 | 60,782 | ||||||||||||
| 134,305 | 23,709 | 20,048 | 2.696 | 10,399 | 191,157 | |||||||||||||
| 2023 | ||||||||||||||||||
| Royalties | 117,447 | 1,058 | 114 | 210 | - | 118,829 | ||||||||||||
| Streams | 25,614 | 23,149 | 7,620 | - | 8,016 | 64,399 | ||||||||||||
| 143,061 | 24,207 | 7,734 | 210 | 8,016 | 183,228 |
(i) 91% of North America's revenues are generated from Canada in 2024 (91% in 2023).
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
26. Segment disclosure (continued)
Geographic revenues (continued)
In 2024, two royalty/stream interests generated revenues of $100.6 million (three royalty/stream interests generated revenues of $108.4 million in 2023), which represented 53% of revenues (59% of revenues in 2023), including one royalty interest that generated revenues of $78.3 million ($66.7 million in 2023). In 2024, revenues generated from precious metals represented 94% of total revenues. In 2023, revenues generated from precious metals and diamonds represented 90% and 10% of revenues, respectively.
Geographic net assets
The following table summarizes the royalty, stream and other interests by jurisdiction, as at December 31, 2024 and December 31, 2023, which is based on the location of the properties related to the royalty, stream or other interests:
| North America (i) |
South America |
Australia |
Africa |
Asia |
Europe |
Total |
|||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||
| December 31, 2024 | |||||||||||||||||||||
| Royalties | 392,520 | 127,008 | 57,646 | 49,906 | - | 10,333 | 637,413 | ||||||||||||||
| Streams | 146,408 | 127,974 | 136,386 | - | 22,300 | 32,603 | 465,671 | ||||||||||||||
| Offtakes | - | - | 7,067 | - | 3,704 | - | 10,771 | ||||||||||||||
| 538,928 | 254,982 | 201,099 | 49,906 | 26,004 | 42,936 | 1,113,855 | |||||||||||||||
| December 31, 2023 | |||||||||||||||||||||
| Royalties | 483,050 | 138,259 | 8,511 | 54,295 | - | 11,241 | 695,356 | ||||||||||||||
| Streams | 140,567 | 123,353 | 146,884 | - | 22,300 | 35,067 | 468,171 | ||||||||||||||
| Offtakes | - | - | 7,067 | - | 3,704 | - | 10,771 | ||||||||||||||
| 623,617 | 261,612 | 162,462 | 54,295 | 26,004 | 46,308 | 1,174,298 | |||||||||||||||
(i) 78% of North America's net interests are located in Canada as at December 31, 2024 (80% as at December 31, 2023).
27. Related party transactions
As at December 31, 2024, a note receivable from an associate of $12.2 million is included in other investments ($6.2 million as at December 31, 2023).
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
28. Commitments
Investments in royalty and stream interests
As at December 31, 2024, significant commitments related to the acquisition of royalties and streams are detailed in the following table:
|
Company |
Project (asset) |
Installments |
Triggering events |
|
|
|
|
|
|
Gold Resource Corporation |
Back Forty project (gold stream) |
$5.0 million |
Receipt of all material permits for the construction and operation of the project. |
|
|
|
$25.0 million |
Pro rata to drawdowns with construction finance facility. |
|
|
|
|
|
|
SolGold plc |
Cascabel project (gold stream) |
$10.0 million |
Achievement of operational milestones, including execution of the amended investment protection agreement, completion of geotechnical drilling and finalization of the tailings storage facility design sufficient for a minimum of 10 years of operation. |
|
|
|
$10.0 million |
Achievement of operational milestones, including submission of all final permit applications for the construction and operation of the project. |
|
|
|
$195.0 million |
Pro rata to drawdowns with construction finance facility. |
|
|
|
|
|
|
Falco Resources Ltd. |
Horne 5 project (silver stream) |
C$45.0 million |
Receipt of all necessary material third-party approvals, licenses, rights of way, surface rights on the property and all material construction permits, positive construction decision, and raising a minimum of C$135.0 million in non-debt financing and demonstrating that the financial assurance required to allow Falco to proceed with the commencement of mining activities can be satisfied, as applicable. |
|
|
|
C$60.0 million |
Upon total projected capital expenditure having been demonstrated to be financed. |
|
|
|
C$40.0 million (optional) |
Payable with fourth installment, at sole election of Osisko, to increase the silver stream to 100% of payable silver (from 90%). |
|
|
|
|
|
| Osisko Gold Royalties Ltd Notes to the Consolidated Financial Statements For the years ended December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
28. Commitments (continued)
Stream and offtake purchase agreements
The following table summarizes the significant commitments related to producing assets and assets in advance stage of development to pay for metals and other commodities to which Osisko has the contractual right pursuant to the associated purchase agreements:
| Attributable payable production to be purchased |
Per ounce/tonne/carat cash payment |
Term of agreement |
Date of contract |
|||
| Interest | Silver | Other | Silver | Other | ||
| CSA streams (1) | 100% | 3.0 - 4.875% (Copper) |
4% | 4% | Life of mine | June 2023 |
| Gibraltar stream (2) | 100% | nil | Life of mine | March 2018 Amended Dec. 2024 |
||
| Mantos Blancos stream (3) |
100% | 8% spot | Life of mine | September 2015 Amended Aug. 2019 |
||
| Renard stream (4) | 9.6% (Diamonds) |
Lesser of 40% of sales price or $40 | 40 years | July 2014 Amended Oct. 2018 |
||
| Sasa stream (5) | 100% | $6.545 | 40 years | November 2015 | ||
(1) Osisko Bermuda will receive refined silver equal to 100% of the payable silver produced from the CSA mine for the life of the mine, and will be entitled to receive refined copper equal to 3.0% of payable copper produced from the CSA mine until the 5th anniversary of the agreements, then 4.875% of payable copper produced from the CSA mine until 33,000 metric tonnes have been delivered in aggregate, and thereafter 2.25% of payable copper produced from the CSA mine for the remaining life of the mine. On the 5th anniversary of the Closing Date, MAC Copper will have the option to exercise certain buy-down rights by paying a one-time cash payment to Osisko Bermuda of $20.0 million to $40.0 million. If the option is exercised, Osisko Bermuda will still be entitled to receive refined copper equal to 3.25% - 4.0625% of payable copper produced from the CSA mine until 23,900 to 28,450 metric tonnes have been delivered in aggregate, and thereafter 1.5% - 1.875% of payable copper produced from the CSA mine for the remaining life of the mine. As of December 31, 2024, a total of 0.8 million ounces of silver and 748 tonnes of copper have been delivered to Osisko Bermuda under the stream agreements.
(2) Osisko will receive from Taseko an amount of silver production equal to 100% of Gibraltar mine's production, until reaching the delivery to Osisko of 6.8 million ounces of silver, and 35% of production thereafter. As of December 31, 2024, a total of 1.5 million ounces of silver have been delivered under the stream agreement.
(3) The stream percentage shall be payable on 100% of silver until 19,300,000 ounces have been delivered, after which the stream percentage will be 40%. As of December 31, 2024, a total of 6.4 million ounces of silver have been delivered to Osisko Bermuda under the stream agreement.
(4) On October 27, 2023, Stornoway announced it was temporarily suspending operations and placing itself under the protection of the Companies' Creditors Arrangement Act.
(5) Price subject to the lesser of 3% or inflation over the previous calendar year measured by the consumer price index (CPI) per ounce price escalation after 2016.
29. Subsequent event
Dividend
On February 19, 2025, the Board of Directors declared a quarterly dividend of C$0.065 per common share payable on April 15, 2025 to shareholders of record as of the close of business on March 31, 2025.
Management's
Discussions and Analysis
For the year
ended
December 31, 2024
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
The following management discussion and analysis ("MD&A") of the consolidated operations and financial position of Osisko Gold Royalties Ltd ("Osisko" or the "Company") and its subsidiaries for the year ended December 31, 2024 should be read in conjunction with the Company's audited consolidated financial statements and related notes for the year ended December 31, 2024. The audited consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"). Management is responsible for the preparation of the consolidated financial statements and other financial information relating to the Company included in this report. The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting. In furtherance of the foregoing, the Board of Directors has appointed an Audit and Risk Committee composed of independent directors. The Audit Committee meets with management and the auditors in order to discuss results of operations and the financial condition of the Company prior to making recommendations and submitting the consolidated financial statements to the Board of Directors for its consideration and approval for issuance to shareholders. The information included in this MD&A is as of February 19, 2025, the date when the Board of Directors has approved the Company's audited consolidated financial statements for the year ended December 31, 2024 following the recommendation of the Audit and Risk Committee. All monetary amounts included in this report are expressed in U.S. dollars, the Company's reporting currency, unless otherwise noted. This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in the "Forward-Looking Statements" section.
Table of Contents
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Description of the Business
Osisko is engaged in the business of acquiring and managing royalties, streams and similar interests on precious metals and other commodities that fit the Company's risk/reward objectives. The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects. The Company's cornerstone asset is a 3-5% net smelter return ("NSR") royalty on the Canadian Malartic Complex, located in Québec, Canada.
Osisko is a public company domiciled in the Province of Québec, Canada, whose shares trade on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") and is constituted under the Business Corporations Act (Québec). The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec.
Business Model and Strategy
Osisko is focused on acquiring high-quality, long-life precious metals royalty and stream assets located in favourable jurisdictions and operated by established mining companies. The Company deploys capital through the acquisition of royalty and stream assets on metal mining projects at various stages of operation and development. Osisko endeavours to provide investors with lower-risk precious metals exposure via a geographically and operationally diversified asset base. The Company aims to maintain a strong balance sheet to allow it to readily deploy capital into new investment opportunities.
Highlights
Year 2024
1 GEOs are calculated on a quarterly basis and include royalties and streams. Silver ounces and copper tonnes earned from royalty and stream agreements are converted to gold equivalent ounces by multiplying the silver ounces or copper tonnes by the average silver price per ounce or copper price per tonne for the period and dividing by the average gold price per ounce 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 per ounce for the period. For average metal prices used, refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A.
2 "Adjusted earnings" and "Adjusted earnings per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Subsequent to December 31, 2024
Change in Presentation Currency
During the year ended December 31, 2024, the Company elected to change its presentation currency from Canadian dollars ("C$") to U.S. dollars. The change in presentation currency is to improve investors and other stakeholders' ability to compare the Company's financial results with other precious metals royalty and streaming companies, who mostly report their results in U.S. dollars. In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company's presentation currency and, accordingly, prior year comparative figures have been restated. For more details, please refer to the Basis of Presentation of Consolidated Financial Statements section of this MD&A.
Corporate Update
During the year 2024, Mr. David Smith and Ms. Wendy Louie joined the Board of Directors as Independent Directors. During the same period, the Honourable Mr. John R. Baird and Mr. Robert Krcmarov resigned as directors of the Company to pursue other opportunities. Mr. Krcmarov now assumes the role of President and Chief Executive Officer of Hecla Mining Company.
Guidance for 2025 and 5-Year Outlook
2025 Guidance
Osisko expects GEOs earned to range between 80,000 to 88,000 in 2025 at an average cash margin3 of approximately 97%. For the 2025 guidance, deliveries of silver, copper, and cash royalties have been converted to GEOs using commodity prices based on consensus prices and a gold/silver price ratio of 83:1. The 2025 guidance assumes Capstone Copper Corp's Mantos Blancos mine will continue to operate at its Phase I nameplate throughput capacity of 20,000 tonnes per day ("tpd"), as well as the commencement of payments associated with GEOs earned from Cardinal Namdini Mining Ltd.'s Namdini mine in the second half of 2025. In addition, the guidance assumes a full year of GEOs earned from the copper stream from MAC Copper Ltd.'s CSA mine and the NSR royalty on G Mining Ventures Corp.'s Tocantinzinho mine.
Osisko's 2025 guidance on royalty and stream interests is largely based on publicly available forecasts from its operating partners. When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the producers or uses management's best estimate.
5-Year Outlook
Osisko expects its portfolio to generate between 110,000 and 125,000 GEOs in 2029. The outlook assumes the commencement of production at Gold Fields Limited's Windfall project and South32 Limited's Hermosa/Taylor project, amongst others. It also assumes increased production from certain other operators that are advancing expansions, including Alamos Gold Inc.'s Phase 3+ Expansion at its Island Gold District. The 5-year outlook assumes there will be no GEOs contribution from the Eagle Gold mine, which is currently in receivership.
Beyond this growth profile, Osisko owns several other growth assets, which have not been factored in the 5-year outlook, as their development timelines are either longer, or difficult to reasonably forecast at this time. As these operators provide additional clarity on these respective assets, Osisko will seek to include them in future long-term outlooks.
This 5-year outlook is based on internal judgements of publicly available forecasts and other disclosure by the third-party owners and operators of the Company's assets and could differ materially from actual results. When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the operators or uses management's best estimate. The commodity price assumptions that were used in the 5-year outlook are based on current long-term consensus and a gold/silver price ratio of 80:1.
This 5-year outlook replaces the 5-year outlook previously released in 2024, which should be considered as withdrawn. Investors should not use this 5-year outlook to extrapolate forecast results to any year within the 5-year period (2025-2029).
3 Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. It is calculated by deducting the cost of sales (excluding depletion) from the revenues. Please refer to the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Portfolio of Royalty, Stream and Other Interests
The following table details the GEOs earned by the Company's producing royalty, stream and other interests:
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Gold | ||||||||||||
| Canadian Malartic Complex royalty | 7,460 | 8,887 | 32,588 | 33,930 | ||||||||
| Éléonore royalty | 1,358 | 1,496 | 5,273 | 5,198 | ||||||||
| Island Gold royalty | 765 | 742 | 3,011 | 3,047 | ||||||||
| Eagle Gold royalty (i) | - | 2,094 | 2,857 | 8,377 | ||||||||
| Seabee royalty | 298 | 565 | 2,456 | 2,257 | ||||||||
| Ermitaño royalty | 652 | 726 | 2,419 | 2,279 | ||||||||
| Lamaque royalty | 409 | 395 | 1,737 | 1,650 | ||||||||
| Pan royalty | 344 | 387 | 1,340 | 1,644 | ||||||||
| Bald Mountain royalty | - | 72 | 869 | 1,103 | ||||||||
| Fruta del Norte royalty | 115 | 105 | 416 | 459 | ||||||||
| Tocantinzinho royalty | 120 | - | 120 | - | ||||||||
| San Antonio stream | - | 2 | - | 650 | ||||||||
| Others | 190 | 257 | 719 | 1,011 | ||||||||
| 11,711 | 15,728 | 53,805 | 61,605 | |||||||||
| Silver | ||||||||||||
| Mantos Blancos stream | 2,385 | 2,563 | 9,430 | 11,994 | ||||||||
| CSA stream (ii) | 1,545 | 880 | 5,407 | 3,793 | ||||||||
| Sasa stream | 1,094 | 980 | 4,286 | 4,161 | ||||||||
| Gibraltar stream | 472 | 732 | 2,132 | 2,538 | ||||||||
| Canadian Malartic Complex royalty | 46 | 51 | 175 | 214 | ||||||||
| Others | 63 | 47 | 180 | 220 | ||||||||
| 5,605 | 5,253 | 21,610 | 22,920 | |||||||||
| Copper and others | ||||||||||||
| CSA copper stream (iii) | 1,350 | - | 2,679 | - | ||||||||
| Renard diamond stream (iv) | 285 | 2,269 | 1,529 | 9,538 | ||||||||
| Others | 1,054 | 25 | 1,117 | 260 | ||||||||
| 2,689 | 2,294 | 5,325 | 9,798 | |||||||||
| Total GEOs | 20,005 | 23,275 | 80,740 | 94,323 | ||||||||
(i) As reported on June 24, 2024, Victoria Gold Corp. ("Victoria") announced a slope failure of its heap leach facility at the Eagle Gold mine and operations have been suspended. Please refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A for more details.
(ii) The CSA silver stream was acquired on June 15, 2023, with an effective date of February 1, 2023. Revenues related to the ounces earned between February 1, 2023 and June 15, 2023 were recognized in the third quarter of 2023 when the silver ounces were received and sold by Osisko Bermuda, a wholly-owned subsidiary of the Company.
(iii) The CSA copper stream was acquired on June 15, 2023, with an effective date of June 15, 2024. The first delivery of copper was received and sold by Osisko Bermuda during the third quarter of 2024. Copper is delivered on the last day of each quarter, and may, in certain situations, be sold in the subsequent quarter.
(iv) On October 27, 2023, Stornoway Diamonds (Canada) Inc. ("Stornoway"), the operator of the Renard diamond mine, announced it was suspending operations and placing itself under the protection of the Companies' Creditors Arrangement Act ("CCAA"). In January 2024, Osisko received a partial repayment of $1.4 million (C$1.9 million) from the bridge loan and subsequently recognized the GEOs (697 GEOs) that were not recognized at the time the proceeds from the diamonds stream were reinvested. In the second, third and fourth quarters of 2024, a small number of diamonds were sold as part of Stornoway's care and maintenance plan.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
2024 Actual Results vs Revised Guidance
The following table compares the actual results with the revised guidance released in August 2024:
| Actual results | Revised guidance | Original guidance | ||||||||||||||
| GEOs |
Cash margin |
Low | High | Cash margin |
Low | High | Cash margin |
|||||||||
| (%) | (GEOs) | (GEOs) | (%) | (GEOs) | (GEOs) | (%) | ||||||||||
| Royalties and streams | 80,740 | 96.5% | 77,000 | 83,000 | 96-97 | 82,000 | 92,000 | 97 | ||||||||
GEOs earned, year-over-year, decreased by 14% in 2024, mostly as a result of the stoppage of operations at the Renard diamond mine in October 2023 and at the Eagle Gold mine in June 2024, and, to a lesser extent, the lower deliveries from the Mantos Blancos silver stream, despite a strong performance from other key assets.
GEOs by Product

Average Metal Prices and Exchange Rate
| Three months ended December 31, | Year ended December 31, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Realized | Average | Realized | Average | Realized | Average | Realized | Average | |||||||||||||||||||
| Gold (i) | $ | 2,656 | $ | 2,663 | $ | 1,981 | $ | 1,971 | $ | 2,361 | $ | 2,386 | $ | 1,943 | $ | 1,941 | ||||||||||
| Silver (ii) | $ | 30.66 | $ | 31.38 | $ | 23.74 | $ | 23.20 | $ | 28.28 | $ | 28.27 | $ | 23.27 | $ | 23.35 | ||||||||||
| Copper (iii) | $ | 8,880 | $ | 9,193 | n/a | $ | 8,159 | $ | 8,920 | $ | 9,147 | n/a | $ | 8,478 | ||||||||||||
| Exchange rate (C$/US$) (iv) | n/a | 1.3982 | n/a | 1.3624 | n/a | 1.3698 | n/a | 1.3497 | ||||||||||||||||||
(i) The average price represents the London Bullion Market Association's PM price in U.S. dollars per ounce.
(ii) The average price represents the London Bullion Market Association's price in U.S. dollars per ounce.
(iii) The average price represents the London Metal Exchange's price in U.S. dollars per tonne.
(iv) Bank of Canada daily rate.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Royalty, Stream and Other Interests Portfolio Overview
As at February 19, 2025, Osisko owned a portfolio of 171 royalties, 14 streams and 4 offtakes, as well as 7 royalty options. Currently, the Company has 20 producing assets.
Portfolio by asset stage
| Asset stage | Royalties | Streams | Offtakes | Total number of assets |
||||||||
| Producing | 15 | 5 | - | 20 | ||||||||
| Development | 16 | 8 | 2 | 26 | ||||||||
| Exploration and evaluation | 140 | 1 | 2 | 143 | ||||||||
| 171 | 14 | 4 | 189 |
Producing assets (i)
| Asset | Operator | Interest (ii) | Commodity | Jurisdiction |
| North America | ||||
| Akasaba West (iii) | Agnico Eagle Mines Limited | 2.5% NSR royalty | Au, Cu | Canada |
| Bald Mtn. Alligator Ridge / Duke & Trapper | Kinross Gold Corporation | 1% / 4% GSR (iv) royalty | Au | USA |
| Canadian Malartic Complex | Agnico Eagle Mines Limited | 3 - 5% NSR royalty | Au, Ag | Canada |
| Éléonore | Newmont Corporation (acquisition by Dhilmar Ltd to close in Q1 2025) | 1.8 - 3.5% NSR royalty | Au | Canada |
| Ermitaño | First Majestic Silver Corp. | 2% NSR royalty | Au, Ag | Mexico |
| Gibraltar | Taseko Mines Limited | 100% stream | Ag | Canada |
| Island Gold | Alamos Gold Inc. | 1.38 - 3% NSR royalty | Au | Canada |
| Lamaque | Eldorado Gold Corporation | 1% NSR royalty | Au | Canada |
| Macassa TH | Agnico Eagle Mines Limited | 1% NSR royalty | Au | Canada |
| Pan | Calibre Mining Corp. | 4% NSR royalty | Au | USA |
| Parral | GoGold Resources Inc. | 2.4% stream | Au, Ag | Mexico |
| Santana | Minera Alamos Inc. | 3% NSR royalty | Au | Mexico |
| Seabee | SSR Mining Inc. | 3% NSR royalty | Au | Canada |
| Outside of North America | ||||
| Brauna | Lipari Mineração Ltda | 1% GRR (v) | Diamonds | Brazil |
| CSA | MAC Copper Limited | 100% stream 3.0 - 4.875% stream (vi) |
Ag Cu |
Australia |
| Dolphin Tungsten | Group 6 Metals Limited | 1.5% GRR | Tungsten (W) | Australia |
| Fruta del Norte | Lundin Gold Inc. | 0.1% NSR royalty | Au | Ecuador |
| Mantos Blancos | Capstone Copper Corp. | 100% stream | Ag | Chile |
| Sasa | Central Asia Metals plc | 100% stream | Ag | North Macedonia |
| Tocantinzinho (vii) | G Mining Ventures Corp. | 0.75% NSR royalty | Au | Brazil |
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Key exploration/evaluation and development assets
| Asset | Operator | Interest | Commodities | Jurisdiction |
| Altar | Aldebaran Resources Inc. and Sibanye-Stillwater Ltd. | 1% NSR royalty | Cu, Au | Argentina |
| Arctic | South32 Limited / Trilogy Metals Inc. | 1% NSR royalty | Cu | USA |
| Antakori | Regulus Resources Inc. | 0.75% - 1.5% NSR royalty | Cu, Au | Peru |
| Back Forty | Gold Resource Corporation | 18.5% Au / 85% Ag streams | Au, Ag | USA |
| Bralorne | Talisker Resources Ltd. | 1.7% NSR royalty | Au | Canada |
| Cariboo | Osisko Development Corp. | 5% NSR royalty | Au | Canada |
| Cascabel | SolGold plc | 6% stream 0.6% NSR royalty |
Au Cu, Au |
Ecuador |
| Casino | Western Copper & Gold Corporation | 2.75% NSR royalty | Au, Ag, Cu | Canada |
| Copperwood | Highland Copper Company Inc. | 1.5% NSR royalty 3/26th NSR royalty |
Cu Ag |
USA |
| Dalgaranga | Spartan Resources Limited | 1.8% GRR | Au | Australia |
| Eagle Gold (viii) | Victoria Gold Corp. | 5% NSR royalty | Au | Canada |
| Hammond Reef | Agnico Eagle Mines Limited | 2% NSR royalty | Au | Canada |
| Hermosa (Taylor) | South32 Limited | 1% NSR royalty on sulphide ores | Zn, Pb, Ag | USA |
| Horne 5 | Falco Resources Ltd. | 90% - 100% stream | Ag | Canada |
| Magino (ix) | Alamos Gold Inc. | 3% NSR royalty | Au | Canada |
| Marban | Agnico Eagle Mines Limited | 0.435-2% NSR royalty | Au | Canada |
| Marimaca | Marimaca Copper Corp. | 1% NSR royalty | Cu | Chile |
| Namdini | Cardinal Namdini Mining Ltd. | 1% NSR royalty | Au | Ghana |
| Pine Point | Pine Point Mining Limited | 3% NSR royalty | Zn | Canada |
| Shaakichiuwaanaan | Patriot Battery Metals Inc. | 2% NSR royalty | Lithium (Li) | Canada |
| Spring Valley (x) | Solidus Resources LLC | 0.5 - 3.5% NSR royalty | Au | USA |
| Upper Beaver | Agnico Eagle Mines Limited | 2% NSR royalty | Au, Cu | Canada |
| West Kenya | Saturn Resources Ltd. | 2% NSR royalty | Au | Kenya |
| Wharekirauponga (WKP) | OceanaGold Corporation | 2% NSR royalty | Au | New Zealand |
| White Pine | White Pine Copper LLC | 1.5% NSR royalty 3/26th NSR royalty |
Cu Ag |
USA |
| Windfall | Gold Fields Limited | 2.0 - 3.0% NSR royalty | Au | Canada |
(i) The Renard diamond stream is excluded from producing assets as deliveries received in 2024 are only related to residual production from the mine.
(ii) Excluding tail royalties and streams reduction, when applicable.
(iii) The royalty covers less than half of the planned open-pit mine surface area.
(iv) Gross smelter return ("GSR").
(v) Gross revenue royalty ("GRR").
(vi) Deliveries under the CSA copper stream commenced in July 2024.
(vii) G Mining Ventures Corp. announced first gold production and ongoing mill commissioning activities on July 9, 2024.Commercial production was declared on September 3, 2024 and the first delivery of gold was received in the fourth quarter of 2024.
(viii) As reported on June 24, 2024, Victoria announced a slope failure of its heap leach facility at the Eagle Gold mine and operations have been suspended. Please refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A for more details.
(ix) The 3% NSR royalty covers a small portion of the currently proposed mine plan. Commercial production was declared at Magino in November 2023, but Osisko does not expect to receive royalty payments in the short term.
(x) A 3-3.5% NSR royalty is applicable to the core resource area; a separate 0.5-2% NSR royalty is applicable on the periphery of the property.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Main Producing Assets

Geographical Distribution of Assets

| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Royalty, Stream and Offtake Interests - 2024 Transactions
Gold stream - Cascabel copper-gold project
On July 15, 2024, the Company announced that its wholly-owned subsidiary, Osisko Bermuda Limited ("Osisko Bermuda"), in partnership with Franco-Nevada (Barbados) Corporation ("FNB"), a wholly-owned subsidiary of Franco-Nevada Corporation, has entered into a definitive Purchase and Sale Agreement (Gold) (the "Gold Stream") with SolGold plc and certain of its wholly-owned subsidiaries (collectively, "SolGold"), with reference to gold production from SolGold's 100%-owned Cascabel copper-gold project located in Ecuador ("Cascabel").
Pursuant to the terms of the Gold Stream, Osisko Bermuda and FNB (collectively, the "Stream Purchasers") will make initial deposits totaling $100 million to SolGold in three equal tranches to fund the Cascabel's pre-construction costs (the "Pre-Construction Deposit"). The first tranche of the Pre-Construction Deposit was funded at closing, with the two subsequent tranches subject to achievement of key development milestones. Thereafter, the Stream Purchasers will make additional deposits totaling $650 million to SolGold to fund construction costs once Cascabel is fully financed and further derisked (the "Construction Deposit", and together with the Pre-Construction Deposit, the "Deposit").
Osisko Bermuda will provide 30% of the Deposit ($225 million, comprised of $30 million in Pre-Construction Deposit and $195 million in Construction Deposit) in exchange for a 30% interest in the Gold Stream and FNB will provide 70% of the Deposit in exchange for a 70% interest in the Gold Stream.
The deposit is payable as follows:
Osisko Bermuda will purchase refined gold equal to 6% of the contained gold produced from Cascabel until 225,000 ounces of gold have been delivered to it, and 3.6% thereafter for the remaining life of the mine. Osisko Bermuda will make ongoing cash payments for refined gold delivered equal to 20% of the spot price of gold at the time of delivery.
Gold NSR royalty - Dalgaranga gold project
In December 2024, the Company acquired a 1.8% GRR on Dalgaranga gold project (the "Dalgaranga Royalty") operated by Spartan Resources Limited in Western Australia. In addition, Osisko also acquired a 1.35% GRR on additional regional exploration licenses in proximity to Dalgaranga (the "Exploration Royalty"). The consideration paid by Osisko to Tembo for the Dalgaranga Royalty and the Exploration Royalty totalled $50.0 million.
Silver stream amendments - Gibraltar mine
In December 2024, Osisko completed certain amendments to its silver stream (the "Gibraltar Silver Stream") with respect to the Gibraltar copper mine ("Gibraltar"), located in British Columbia, Canada, which is operated by a wholly-owned subsidiary of Taseko Mines Limited ("Taseko"). On March 25, 2024, Taseko announced the completion of its acquisition of an additional 12.5% interest in Gibraltar from Dowa Metals & Mining Co., Ltd. and Furukawa Co., Ltd. giving Taseko an effective 100% interest. In December 2024, Osisko and Taseko amended the Gibraltar Silver Stream to increase Osisko's effective stream percentage by 12.5% to 100%. Further to this, Osisko and Taseko also extended the step-down silver delivery threshold to coincide with Taseko's recently updated Mineral Reserve estimate for Gibraltar. Osisko paid a total consideration of $12.7 million to Taseko.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Main Producing Assets - Updates
Canadian Malartic Royalty (Agnico Eagle Mines Limited)
The Company holds a 3-5% NSR royalty on the Canadian Malartic mine, which is located in Malartic, Québec. Osisko also holds a 5.0% NSR royalty on the East Gouldie and Odyssey South underground deposits, a 3.0% NSR royalty on the Odyssey North underground deposit and a 3.0-5.0% NSR royalty on the East Malartic underground deposit, which are located adjacent to the Canadian Malartic mine. The Canadian Malartic mine and the Odyssey mine now form the Canadian Malartic Complex. In addition, a C$0.40 per tonne milling fee is payable to Osisko on ore processed from any property that was not part of the Canadian Malartic property at the time of the sale of the mine in 2014.
Guidance - 2025
On February 13, 2025, Agnico Eagle Mintes Limited ("Agnico Eagle") reported production guidance of 575,000 to 605,000 ounces of gold at Canadian Malartic for the year 2025, compared to 655,654 ounces of gold produced in 2024. The production forecast is lower in 2025 when compared to previous guidance primarily due to the company's decision to defer the reintroduction of pre-crushed low-grade ore, to accommodate modifications to the in-pit tailings approach and ramp-up. Production is forecast to be in line with previous guidance in 2026 (545,000 to 575,000 ounces) and increase by approximately 95,000 ounces of gold in 2027 (635,000 to 665,000 ounces), with the contribution from East Gouldie at Odyssey. From 2025 to 2027, production is expected to be sourced from the Barnat pit and increasingly complemented by ore from Odyssey and low-grade stockpiles. Odyssey is expected to contribute approximately 85,000 ounces of gold in 2025, approximately 120,000 ounces of gold in 2026 and approximately 240,000 ounces of gold in 2027. In 2025, Canadian Malartic has planned quarterly shutdowns of four to five days for the regular maintenance at the mill.
Update on operations and opportunities for growth
On February 13, 2025, Agnico Eagle reported gold production at the Canadian Malartic Complex of 655,654 ounces in 2024, compared to the previous mid-point guidance of 630,000 ounces of gold. Fourth quarter of 2024 gold production decreased to 146,485 ounces when compared to the prior-year period of 168.272 ounces due to lower grades resulting from a higher proportion of low-grade stockpiles than planned, combined with lower throughput to accommodate adjustments to the in-pit tailings disposal approach.
At Odyssey South, total development during the fourth quarter was ahead of plan at approximately 3,630 metres. Gold production was in line with target at approximately 21,500 ounces of gold supported by record performance in December at approximately 3,838 tpd. The increased use of teleoperated and automated equipment, including scoops, trucks, jumbos and cable bolters, were the main drivers for exceeding the development and production targets in the fourth quarter of 2024. Agnico Eagle began in-pit tailings disposal in July 2024. During the ramp-up in the fourth quarter of 2024, the company made adjustments to the process to address the migration of fine materials through the central berm. The adjustments include installing a filtering layer on the central berm. It is expected that in-pit tailings deposition will resume in the first quarter of 2025 and ramp-up to design capacity in the second quarter of 2025.
In the fourth quarter of 2024, ramp development continued to progress ahead of schedule at Odyssey, and as at December 31, 2024, the main ramp reached a depth of 912 metres and the ramp towards the mid-shaft loading station reached a depth of 945 metres. Additionally, Agnico Eagle continued to develop the main ventilation system on Level 54 between Odyssey South and East Gouldie and expects to begin excavating the first air raise for East Gouldie in the second quarter of 2025. In the fourth quarter of 2024, shaft sinking activities set a record quarterly performance, progressing at a
rate of 2.15 metres per day, and, as at December 31, 2024, the shaft reached level 102, the top of the midshaft loading station, at a depth of 1,026 metres. The design of the mid-shaft loading station between levels 102 and 114 is in progress. This station will include a crushing and material handling circuit for ore and waste, along with support infrastructure, including a maintenance shop. Excavation of the mid-shaft loading station is expected to begin in the first quarter of 2025 and continue through the remainder of the year. Construction progressed on schedule and on budget in the fourth quarter of 2024. At the main hoist building, the rope installation for the service hoist was completed in the fourth quarter of 2024. The construction of the temporary loading station on Level 64 progressed according to plan and the service hoist is now expected to be commissioned in the first quarter of 2025, providing a hoisting capacity of 3,500 tpd. In the fourth quarter, the foundations of the main office and service building were completed and the structural steel installation is ongoing. The construction of the main office building is expected to be finished by the first quarter of 2026. At Odyssey, the pace of construction is expected to increase in 2025, with the focus areas including the expansion of the paste plant to 20,000 tpd, the installation of the mid-shaft material handling infrastructure and the construction of the main underground ventilation system.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Once the Canadian Malartic complex transitions fully to underground, expected in 2029, the mill will have excess capacity of approximately 40,000 tpd. Agnico Eagle is working on several opportunities to fill the mill, with a vision to potentially reach annual gold production of one million ounces in the 2030s. Some of these opportunities are set out below. At Odyssey, exploration drilling in 2024 continued to infill the Odyssey North and Odyssey South zones and the adjacent Odyssey internal zones. The East Gouldie deposit continued to grow both westward and eastward, resulting in additional inferred mineral resources. New drill intercepts in the Eclipse Zone established continuity of mineralization and the potential for additional future mineral resource growth in the area located between the East Gouldie and Odyssey deposits. Following these positive exploration results, Agnico Eagle is evaluating the potential for a second shaft at Odyssey
Update on exploration
On February 13, 2025, Agnico Eagle reported that at Odyssey, in 2024, exploration drilling totalled 167,198 metres, and an additional 50,370 metres of drilling dedicated to regional exploration around Canadian Malartic was also completed. Exploration drilling at Odyssey in 2024 continued to infill the Odyssey North and Odyssey South zones and the adjacent Odyssey internal zones. The East Gouldie deposit continued to grow both westward and eastward, resulting in additional inferred mineral resources. New drill intercepts in the Eclipse zone have established continuity of the mineralization and potential for additional future mineral resource growth in an area located between the East Gouldie and Odyssey deposits.
The recently discovered Eclipse zone, located approximately 50 to 100 metres north of, and parallel to, the eastern portion of the East Gouldie deposit, and currently extends from approximately 1,200 metres to 1,900 metres below surface. Recent highlights from the Eclipse zone include: 3.2 g/t Au over 42.9 metres at 1,241 metres depth and 3.0 g/t Au over 51.5 metres at 1,349 metres depth in an intersection that has been re-interpreted as part of the Eclipse zone. These results demonstrate a strong potential to add mineral resources in proximity to planned mining infrastructure.
Agnico Eagle expects to spend approximately $40.1 million for 216,300 metres of drilling at Canadian Malartic in 2025. Exploration at Odyssey includes $29.7 million for 176,300 metres of drilling with the objective of continuing conversion of inferred mineral resources to indicated mineral resources at the East Gouldie and Odyssey deposits, and expanding the footprint of East Gouldie. The exploration results will be used to support a potential expansion project at Odyssey including a conceptual second shaft scenario to increase the overall site throughput that would utilize some of the available milling capacity at the complex when the open pit activities are concluded in the future. The remaining $10.4 million is planned to be spent on 40,000 metres of exploration drilling into prospective gold targets along the Barnat and East Gouldie mineralized corridors on the Canadian Malartic, Rand Malartic (Osisko holds no royalty rights on Rand Malartic) and Midway properties.
Update on Mineral Reserve and Resource Estimates
On February 13, 2025, Agnico Eagle reported that successful exploration over the past year has continued to extend the limits of the East Gouldie inferred mineral resource laterally to the west and to the east. Diamond drilling will continue in 2025 with over 20 drill rigs active on surface and underground to further assess the full potential of the Odyssey mine area and throughout the Canadian Malartic property package. Inferred mineral resources increased by 37% (1.2 million ounces of gold) year over year at the East Gouldie deposit to 4.6 million ounces of gold (61.2 million tonnes grading 2.32 g/t Au). The Odyssey mine now hosts a total of 5.55 million ounces of gold in proven and probable mineral reserves (52.6 million tonnes grading 3.28 g/t Au), 3.2 million ounce of gold in measured and indicated mineral resources (52.9 million tonnes grading 1.90 g/t Au) and 9.7 million ounces of gold in inferred mineral resources (138.8 million tonnes grading 2.18 g/t Au).
For additional information, please refer to Agnico Eagle's press release dated February 13, 2025 entitled "Agnico Eagle Reports Fourth Quarter And Full Year 2024 Results - Record Annual Gold Production And Free Cash Flow; Balance Sheet Strengthened By Further Debt Reduction; Updated Three-Year Guidance" Agnico Eagle's press release dated February 13, 2025 entitled "Agnico Eagle Provides An Update On 2024 Exploration Results And 2025 Exploration Plans - Mineral Reserves Increase 1% Year-Over-Year To 54.3 Moz; Updated Mineral Reserves Of 2.8 Moz Declared At Upper Beaver; Inferred Mineral Resources Increase 9%", both filed on www.sedarplus.ca.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Mantos Blancos Stream (Capstone Copper Corp.)
Osisko, through Osisko Bermuda, owns a 100% silver stream on the Mantos Blancos mine, an open-pit mine located in the Antofagasta region of Chile. The Mantos Blancos mine is owned and operated by Capstone Copper Corp. ("Capstone").
Under the stream, Osisko Bermuda will receive refined silver equal to 100% of the payable silver from the Mantos Blancos mine until 19.3 million ounces have been delivered (6.4 million ounces have been delivered as at December 31, 2024), after which the stream percentage will be 40%. The purchase price for the silver under the Mantos Blancos stream is 8% of the monthly average silver market price for each ounce of refined silver sold and delivered and/or credited by Capstone to Osisko Bermuda.
Guidance - 2025
On January 20, 2025, Capstone announced that copper production at Mantos Blancos is forecasted to increase in 2025 (43,000 to 51,000 tonnes from its sulphides business and 6,000 to 8,000 tonnes from its cathode business) due to higher mill throughput. Production is weighted towards the second half of the year driven by higher throughput as a planned maintenance shutdown is scheduled in the first quarter of 2025.
Update on operations
On January 20, 2025, Capstone reported that the fourth quarter of 2024 was an overall record for Capstone's consolidated copper production, with output up 14% and unit costs down approximately 9% quarter-over-quarter. Although total 2024 consolidated copper production of 184,458 tonnes finished slightly below the guidance range, largely attributable to ramp-up delays at Mantos Blancos and Mantoverde, the company exited the year close to design production levels.
Mantos Blancos sulphides production posted record quarterly copper production of 12,165 tonnes, driven by the successful ramp-up of the concentrator after the installation of new equipment in the tailings handling area during the third quarter of 2024. Overall, in the fourth quarter of 2024, Mantos Blancos averaged plant throughput of approximately 19,579 tpd, including an average of 20,137 tpd through November and December (compared to 16,027 tpd overall in 2024).
For additional information, please refer to Capstone's press release dated January 20, 2025, entitled "Capstone Copper Provides 2024 Production Results and Provides 2025 Guidance", filed on www.sedarplus.ca.
Eagle Gold Royalty
Osisko owns a 5% NSR royalty on the Dublin Gulch property, situated in central Yukon Territory, Canada, which hosts the Eagle Gold mine, on all metals until 97,500 ounces of gold have been delivered to Osisko and a 3% NSR royalty thereafter. As of December 31, 2024, a total of 32,667 ounces of gold have been delivered under the royalty agreement.
Heap leach facility failure
On June 24, 2024, Victoria announced that the heap leach facility at the Eagle Gold mine experienced a failure. Operations were suspended while the site operations team, along with management and the Yukon government officials continued to assess the situation and gathered information. Victoria confirmed that there had been some damage to infrastructure and a portion of the failure had left containment. Subsequently, on July 4, 2024, Victoria advised that it had received notices of default from its lenders under the credit agreement dated December 18, 2020. A default under the Eagle Royalty Agreement dated April 13, 2018 was also triggered and, consequently, Osisko provided a notice of default to Victoria on July 4, 2024. On July 12, 2024 and July 30, 2024, Victoria reported that there can be no assurance that the company will have the financial resources necessary to repair the damage to the equipment and facilities, to remediate the impacts caused by the incident or to restart production.
On August 14, 2024, the Ontario Superior Court of Justice appointed PricewaterhouseCoopers Inc. as receiver and manager, at the direction of the Yukon Government and under the supervision of the court, of all assets, undertakings and properties of Victoria, which properties include but is not limited to the Eagle Gold mine. A copy of the appointment order (the "Appointment Order") is available on the receivership website provided below.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Impairment
The elements discussed above were considered indicators of impairment, among other facts and circumstances, and, accordingly, management performed an impairment assessment on its Eagle Gold mine royalty interest as at June 30, 2024. The recoverable amount, in accordance with IAS 36 Impairment of Assets, was estimated to be $nil at June 30, 2024 based on management's assessment of the facts and circumstances which include, amongst others, the complete halt of production, the social and political environment surrounding the incident, the capital requirements related to mitigation and site restoration, and the ability to restart operations with authorization from the Yukon Director of Mineral Resources or with the necessary financial resources. As a result, the Company recognized a full impairment loss of $49.6 million ($36.4 million, net of income taxes) on June 30, 2024.
In the event that there is a change in the facts and circumstances surrounding the situation at the Eagle Gold mine, and there is a restart of operations and resumption of precious metal deliveries to Osisko under its royalty agreement, a re-assessment of the recoverable amount of the Eagle Gold mine royalty interest will be performed at that time, which may lead to a reversal of part or all of the impairment loss that has been recognized.
For additional information, please refer to Victoria's press release dated June 24, 2024 entitled "Victoria Gold: Eagle Gold Mine Heap Leach Pad Incident", Victoria's press release dated July 4, 2024 entitled "Victoria Gold Provides Update on Eagle Gold Mine Incident", Victoria's press release dated July 12, 2024, entitled "Victoria Gold: Update on Eagle Gold Mine" and Victoria's press release dated July 30, 2024, entitled "Victoria Gold: Update on HLF Incident Management", all filed on www.sedarplus.ca, and refer to the receivership website: www.pwc.com/ca/victoriagold.
Éléonore Royalty (Newmont Corporation)
Osisko owns a sliding scale 1.8% to 3.5% NSR royalty on the Éléonore gold mine ("Éléonore") located in the Province of Québec and currently operated by Newmont Corporation ("Newmont"). Osisko currently receives a NSR royalty of 2.2% on production at the Éléonore mine.
Guidance - 2025
The fourth quarter and full year 2024 results will be released by Newmont on February 20, 2025.
Update on operations
On February 22, 2024, Newmont reported production guidance of 270,000 ounces of gold at the Éléonore mine for the year 2024.
On October 24, 2024, Newmont announced production at Éléonore of 54,000 ounces of gold in the third quarter of 2024, compared to 50,000 ounces of gold in the third quarter of 2023. Gold production increased 8% primarily due to higher ore grade milled and higher mill throughput.
On November 25, 2024, Newmont announced the sale of its Éléonore operation to Dhilmar Ltd for $795 million in cash consideration. The transaction is expected to close in the first quarter of 2025, subject to certain conditions being satisfied.
Update on Reserve and Resource Estimates
On February 22, 2024, Newmont reported Proven and Probable Mineral Reserves at Éléonore comprising 8.9 million tonnes grading 5.38 g/t Au for 1.5 million ounces of gold as at December 31, 2023. This result is relatively stable compared to December 31, 2022 despite the 2023 production.
For additional information, please refer to Newmont's press release dated February 22, 2024, entitled "Newmont Announces 2023 Mineral Reserves for Integrated Company of 136 Million Gold Ounces with Robust Copper Optionality of 30 Billion Pounds", Newmont's press release dated October 24, 2024 entitled "Newmont Reports Third Quarter 2024 Results" and Newmont press release dated November 25, 2024 entitled "Newmont Announces Agreement for Sale of Éléonore for $795 Million in Cash", all filed on www.sedarplus.ca.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Sasa Stream (Central Asia Metals plc)
Osisko, through Osisko Bermuda, owns a 100% silver stream on the Sasa mine, operated by Central Asia Metals plc ("Central Asia") and located in North Macedonia. The Sasa mine is one of the largest zinc, lead and silver mines in Europe. Osisko Bermuda's entitlement under the Sasa stream applies to 100% of the payable silver production in exchange for $5 per ounce (plus refining costs) of refined silver delivered, increased for inflation annually from 2017 ($6.545 per ounce in 2025).
Guidance - 2025
Sasa's guidance for 2025 is forecast at 790,000 to 810,000 tonnes of ore mined and processed, and metal-in-concentrate production is estimated to 19,000 to 21,000 tonnes of zinc and 27,000 to 29,000 tonnes of lead.
Update on operations
On January 9, 2025, Central Asia reported sales of 98,468 ounces of payable silver to Osisko in the fourth quarter of 2024 for a total of 379,010 ounces in 2024.
During the fourth quarter of 2024, Sasa continued to place paste-fill in the cut-and-fill production stopes on the 800-metre and 750-metre levels. Long-hole stoping using fill is also well under way, with additional stopes to follow during 2025. As in past periods, some previously mined voids were also filled during the fourth quarter of 2024. This void-filling provides the necessary ground stability for current and future mining, as well as allowing a significant proportion of Sasa's tailings to be stored underground. Since the Paste Backfill Plant became operational in late 2023, approximately 40% of the total tailings generated have been placed as fill.
Construction of the Dry Stack Tailings ("DST") Plant is substantially complete. The plant is expected to be operational in the first quarter of 2025, following installation of the automation system, slightly later than originally planned owing to equipment delivery delays involving third-party suppliers. The first phase of the engineered landform has been completed, including construction of the drainage and dewatering channels, ready for the placing of geosynthetic materials prior to the DST Plant becoming operational. Expansion of the landform will continue in 2025.
The third element of Sasa's capital projects, the 3,735 metres long Central Decline, was completed on schedule in December 2024 with connection to the 750-metre level.
For more information on the Sasa mine, refer to Central Asia's press release dated January 9, 2025, entitled "2024 Operations Update", available on their website at www.centralasiametals.com.
Island Gold Royalty (Alamos Gold Inc.)
Osisko owns NSR royalties ranging from 1.38% to 3.00% on the Island Gold mine property (all of the current Island Gold Mineral Reserves and Resources are covered by the royalties), operated by Alamos Gold Inc. ("Alamos") and located in Ontario, Canada.
Guidance - 2025
On January 13, 2025, Alamos released its 2025 guidance for the Island Gold District, which include the Island Gold mine and the Magino mine, of 275,000 - 300,000 ounces of gold. Alamos provided a 2025 processed tonnage range of 1,200-1,400 tpd and a processed grade of between 10 and 13 g/t Au for the Island Gold mine, without specifically providing a guidance range for produced gold. Osisko does not have a royalty on the near-term Magino mine production.
Update on operations
On January 13, 2025, Alamos reported fourth quarter production at the Island Gold mine of 39,400 ounces of gold compared to 31,600 ounces in the fourth quarter of 2023. Production for the year reached a record 155,000 ounces of gold compared to 131,400 ounces in 2023, meeting the top-end of the 2024 guidance of 145,000 - 155,000 ounces.
Update on Island Gold Phase 3+ Expansion
On March 27, 2024, Alamos announced the friendly acquisition of Argonaut Gold Inc. ("Argonaut Gold") and its Magino gold mine and mill, located immediately adjacent to Alamos' Island Gold mine. The transaction closed on July 12, 2024.
Alamos' previously planned Phase 3+ mill and tailings facility expansion construction work at Island Gold is no longer required post the acquisition of the 10,000 tpd Magino mill, which is located two kilometres from the Island Gold shaft. Starting in 2025, the Island Gold mill will be shut down and the Island Gold ore will be processed through the Magino mill at significantly lower processing costs. An expansion of the mill to 12,400 tpd is expected to be completed in 2026 and coincide with the completion of the Phase 3+ Expansion. This is expected to accommodate 10,000 tpd of ore from Magino and 2,400 tpd from Island Gold. On January 13, 2025, Alamos announced that an evaluation of longer-term expansion of the Magino mill to between 15,000 and 20,000 tpd is underway and expected to be completed by the end of 2025. A larger expansion of the mill could support additional growth from the Island Gold District and increase consolidated production closer to one million ounces per year.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
On January 13, 2025, Alamos reported that capital spending in 2025 will be focused on completion of shaft sinking to an ultimate depth of 1,373 metres, and construction of the loading pocket, underground crusher, and paste plant. Additionally, work will be advanced on the power line project for the Phase 3+ Expansion, and Magino substation to connect the Magino mill to lower cost grid power. Completion of the Phase 3+ Expansion is expected in the first half of 2026.
Alamos' expanded and accelerated mine plan at Island Gold is anticipated to transition a greater proportion of production towards Osisko's 2% and 3% NSR royalty boundaries earlier in the mine plan, as opposed to the mineral inventory covered by Osisko's 1.38% NSR royalty. A small fraction of the eastern limit of the Magino pit is covered by a 3% NSR royalty, with GEOs earned to Osisko expected from 2030 onwards. The underground exploration potential previously highlighted by Argonaut Gold on this claim is located less than 300 metres from the existing Island Gold underground infrastructure.
Update on Reserve and Resource Estimates
On February 20, 2024, Alamos announced that combined Mineral Reserves and Resources at Island Gold increased by 16% across all categories to 6.1 million ounces, net of depletion, as at December 31, 2023. Combined Mineral Reserves and Resources have now increased for eight consecutive years with grades also increasing substantially over that time frame. Including mining depletion to date, 7.5 million ounces have been discovered at Island Gold as it continues to establish itself as one of the highest-grade and fastest-growing deposits in the world. Proven and Probable Mineral Reserves increased 18% to 1.7 million ounces (5.2 million tonnes grading 10.30 g/t Au). This marked the eleventh consecutive year of Mineral Reserve growth. Mineral Reserve additions totaled 394,000 ounces, more than offsetting mining depletion of 134,000 ounces. The increase was driven by the conversion of existing Mineral Resources and discovery of new Mineral Reserves, the majority of which are in proximity to existing underground infrastructure.
Converted Mineral Resources were also more than replaced at higher grades reflecting significant additions near existing infrastructure. This included a 146% increase in Measured and Indicated Mineral Resources to 0.7 million ounces (2.6 million tonnes grading 8.73 g/t Au). Inferred Mineral Resources also increased 4% to 3.7 million ounces (7.9 million tonnes grading 14.58 g/t Au).
The 2025 updated Mineral Reserves and Resources are expected to be released in February 2025.
Update on exploration
On January 13, 2025, Alamos reported new results from underground and surface drilling at the Island Gold mine. Exploration drilling continued to extend high-grade gold mineralization across the Island Gold Deposit, as well as within several hanging wall and footwall structures. More details can be found on Alamos' press release dated January 13, 2025 entitled "Alamos Gold Continues to Define High-Grade Mineralization Across the Island Gold Deposit; Ongoing Success Expected to Drive Additional Growth in Mineral Reserves and Resources", filed on www.sedarplus.com.
A total of $27 million has been budgeted for exploration at the Island Gold District in 2025, up from $21 million budgeted in 2024. The exploration program will build on the success from 2024 with high-grade gold mineralization extended across the Island Gold deposit, as well as within multiple structures within the hanging wall and footwall. This is expected to drive another year of growth in high-grade Mineral Reserves and Resources at Island Gold with the 2024 year-end update in February 2025. A total of 41,500 metres of underground drilling is planned in 2025 with a focus on defining new Mineral Reserves and Resources in proximity to existing production horizons and infrastructure. This includes drilling across the strike extent of main Island Gold deposit (E1E and C-Zones), as well as within a growing number of newly defined hanging-wall and footwall zones. These potential high-grade Mineral Reserve and Resource additions would be low cost to develop, given their proximity to existing infrastructure, and provide increased operational flexibility as mining rates increase. To support the underground exploration program, 1,172 metres of underground exploration drift development is planned to extend drill platforms on the 490, 790, 1025, and 1050-levels. Additionally, 18,000 metres of surface exploration drilling has been budgeted targeting the area between the Island Gold and Magino deposits, as well as the down-plunge extension of the Island Gold deposit, below a depth of 1,500 metres. Included within sustaining capital, 30,800 metres of underground delineation drilling is planned at Island Gold and 18,000 metres of delineation drilling at Magino. The focus of the delineation drilling at both deposits is on the conversion of the large Mineral Resource base to Mineral Reserves. The regional exploration program at the Island Gold District includes 10,000 metres of surface drilling, consistent with the 2024 program. The focus will be following up on high-grade mineralization intersected at the Cline and Edwards deposits located approximately seven kilometres northeast of the Island Gold mine (not covered by an Osisko royalty). Drilling will also be completed at the Island Gold North Shear target, and to the east and along strike from the Island Gold mine to test the extension of the E1E-zone. Field work in 2025 will include till sampling, geological mapping, prospecting, and trenching at several regional targets. A comprehensive data compilation project will also continue into 2025 across the large 60,000 hectares land package in support of future exploration targeting.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
For more information, refer to Alamos' press release dated February 20, 2024 entitled "Alamos Gold Reports Mineral Reserves and Resources for the Year-Ended 2023", Alamos' press release dated March 27, 2024 entitled "Alamos Gold Announces Friendly Acquisition of Argonaut Gold" and Alamos' press releases dated January 13, 2025 entitled "Alamos Gold Continues to Define High-Grade Mineralization Across the Island Gold Deposit; Ongoing Success Expected to Drive Additional Growth in Mineral Reserves and Resources", and "Alamos Gold Achieves Increased 2024 Guidance with Record Annual Production; Three-Year Operating Guidance Outlines 24% Production Growth by 2027 at Significantly Lower Costs", all filed on www.sedarplus.ca.
CSA Streams (MAC Copper Limited)
Osisko Bermuda holds a silver stream and a copper stream on the CSA copper mine, operated by MAC Copper Limited ("MAC Copper"). Osisko Bermuda 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. Osisko Bermuda will also be entitled to purchase refined copper equal to 3.0% of payable copper produced from CSA until the 5th anniversary of the closing date (June 15, 2023), then 4.875% of payable copper produced from CSA until 33,000 metric tonnes have been delivered in aggregate, and thereafter 2.25% of payable copper produced from CSA for the remaining life of the mine. Osisko Bermuda will make ongoing payments for refined copper delivered equal to 4% of the spot copper price at the time of delivery. On the 5th anniversary of the closing date, MAC Copper will have the option to exercise certain buy-down rights on the copper stream by paying a one-time cash payment to Osisko Bermuda of $20.0 million to $40.0 million.
On July 17, 2023, Osisko Bermuda received its first delivery of silver. The first delivery of copper under the CSA copper stream occurred in the first week of July 2024 from the second quarter production. This delivery was sold during the third quarter of 2024. As of December 31, 2024, a total of 0.8 million ounces of silver and 748 tonnes of copper have been delivered to Osisko Bermuda under the stream agreements.
Guidance - 2024 to 2026
On July 22, 2024, MAC Copper reiterated its 3-year guidance for copper production: between 38,000 to 43,000 tonnes in 2024, 43,000 to 48,000 tonnes in 2025 and 48,000 to 53,000 tonnes in 2026. The 3-year production guidance was based primarily on Reserves, but also on Measured and Indicated Mineral Resources (as at August 31, 2023) and, given that all the deposits are open and a large drill program is underway, MAC Copper considers it likely that there will be changes over the relevant period as the company's overall plan to continue operational and production improvement continues to develop.
On January 28, 2025, MAC Copper announced that it expects to grow production by 2026 to over 50,000 tonnes of copper with key projects delivering the further step change.
Update on operations
On February 20, 2024, MAC Copper raised A$325 million through its listing on the Australian Stock Exchange ("ASX"). Proceeds from the ASX listing were used to repay in full the deferred consideration facility to Glencore plc in connection with MAC Copper's acquisition of CSA, and the balance is expected to be used to increase working capital to facilitate operational flexibility and potential production growth, and also to provide additional funding for exploration programs and mine development at the CSA mine.
On October 9, 2024, MAC Copper raised A$150 million through a placement. Placement proceeds will be used to optimize MAC Copper's balance sheet and de-lever (by retiring its existing mezzanine debt facility at the earliest practicable date) while also providing additional flexibility to pursue strategic inorganic growth opportunities.
On January 28, 2025, MAC Copper announced quarterly copper production of 11,320 tonnes at the CSA mine, a record under MAC Copper's ownership and an increase of 11% quarter-over-quarter. Production for the year reached 41,128 tonnes of copper, above the mid-point of the 2024 production guidance and an increase of 14% compared to 2023. Production further benefited from a grade of 4.1% in the fourth quarter of 2024 with copper grade for the month of December 2024 recorded at 4.52%. The grade achieved continues to demonstrate the high-quality ore body present at CSA mine. The double lift stope extraction method was again successfully deployed during fourth quarter of 2024 after being implemented in the previous quarters, resulting in less mining dilution achieved with stronger grades and less total ore tonnes for the same metal. Total ore mined of approximately 286,000 tonnes is around a 20% increase quarter on quarter, together with the higher grade processed leading to higher copper production.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Update on exploration
On October 21, 2024, MAC Copper provided an update on its continuing exploration and resource development at the CSA copper mine, including promising drill results. Underground exploration continued to focus on the down dip and along strike extensions of the QTSN and QTSC deposits, as well as the shallower, up dip portions of the East and West deposits and QTSS Upper.
Update on Mineral Reserve and Resource Estimates
On April 22, 2024, MAC Copper announced an updated 2023 Mineral Resource and Mineral Reserve statement and production guidance for CSA, including:
The effective date for the Mineral Resource and Reserve Statement is August 31, 2023 and as such, any new information received after that time has not been incorporated into the Mineral Resource and Reserve statement at this stage. The 2023 Mineral Reserve only extends 95 metres vertically below the current decline position. All deposits (other than QTS South Upper A) are open in at least one direction and drilling is continuing to further increase the Mineral Resources and Mineral Reserves, subject to exploration success and economic factors.
For more information, refer to MAC Copper's press release dated February 20, 2024, entitled "Metals Acquisition Limited Dual Lists on ASX Following Upsized A$325 million IPO", MAC Copper's press release dated April 22, 2024, entitled "Metals Acquisition Limited Provides Notice of Release of Updated Resource and Reserve Statement and Production Guidance Conference Call Details", MAC Copper's press release dated July 22, 2024, entitled "Metals Acquisition Limited Announces June 2024 Quarterly Report", MAC Copper's press release dated October 9, 2024 entitled "Metals Acquisition Limited Raises ~A$150 Million (~US$103 Million) Through Successful Placement", MAC Copper's press release dated October 21, 2024 entitled "September 2024 Quarterly Report", MAC Copper's press release dated October 21, 2024, entitled "Metals Acquisition Limited Reports Drill Results Including 19.8m @ 10.9% Cu, 27.3m @ 8.7% Cu, 3.8m @ 17.1% Cu and 23.6m @ 5.2% Cu" and MAC Copper's press release dated January 28, 2025 entitled "MAC Copper Limited Announces December 2024 Quarterly Report", all filed on www.sec.gov/edgar.
Ermitaño Royalty (First Majestic Silver Corp.)
Osisko holds a 2% NSR royalty on the Ermitaño underground gold and silver mine ("Ermitaño") operated by First Majestic Silver Corp. ("First Majestic") and located in Sonora State, Mexico. Processing of ore from Ermitaño at the Santa Elena processing plant started in December 2021.
Guidance - 2025
On February 13, 2024, First Majestic reported its guidance for Santa Elena of 1.6 million to 1.8 million ounces of silver and 71,000 to 79,000 ounces of gold. This production should be exclusively from ore covered by the royalty held by Osisko.
Update on operations
On January 8, 2025, First Majestic announced record production of 406,009 ounces of silver and 27,216 ounces of gold in the fourth quarter of 2024 at Santa Elena; all ore was sourced from the Ermitaño mine. Silver production increased by 8% compared to the prior quarter, while gold production was largely unchanged. The mill processed a total of 271,783 tonnes of ore, slightly higher than the prior quarter with average silver and gold head grades relatively consistent at 67 g/t Ag and 3.26 g/t Au, respectively. Silver and gold recoveries averaged 69% and 96%, respectively, during the quarter, compared to 67% and 94% in the previous quarter. Santa Elena produced a new annual record of 10.3 million silver equivalent ("AgEq") ounces in 2024, representing a 7% increase compared to 2023 (9.6 million AgEq ounces). Continued optimization of the dual circuit and press filter led to increased recovery rates and higher plant throughput of approximately 3,200 tpd by the end of 2024.
| Osisko Gold Royalties Ltd 2024 – Annual Report |
Management’s Discussion and Analysis |
Update on exploration
On July 30, 2024, First Majestic announced the discovery of a significant new, vein-hosted gold and silver mineralized system at its Santa Elena property. This new high-grade discovery, the Navidad vein system ("Navidad"), was made at depth adjacent to the company's producing Ermitaño mine and is within Osisko's royalty boundaries. This is the most promising discovery at the Santa Elena property since Ermitaño was discovered in 2016.
On February 4, 2025, First Majestic provided new results for the Navidad discovery. The drilling completed during the second half of 2024 significantly expanded the gold and silver mineralization discovered at the Navidad target, and metallurgical testing of the mineralization revealed that gold and silver metal recoveries are excellent. A total of 20,809 metres of new drilling was completed with 17 holes that have defined extensive mineralization consisting of two epithermal quartz veins with high-grade gold and silver mineralization: the Navidad and Winter veins. The gold and silver mineralization identified to date extends greater than 1,000 metres by 300 metres in strike and dip with the true thickness of mineralization averaging between 2.8 metres and 4.4 metres. A maiden Inferred Mineral Resource estimate is anticipated to be released in late March 2025. During 2025, additional drilling from surface is planned to continue testing the potential expansion of Navidad, which remains open in multiple directions. Expansionary and infill resource definition drilling will also take place from multiple new underground drilling stations constructed from the Ermitaño mine.
On February 14, 2024, First Majestic reported that approximately 57,000 metres of drilling is planned at Santa Elena. Greenfield and brownfield drilling at Santa Elena will focus on several targets within a 5-kilometre radius around the processing plant where new geologic understanding of district stratigraphy has brought to light large areas with exploration upside. First Majestic will continue to drill the Navidad project where both extension and infill drilling are planned.
Update on Mineral Reserve and Resource Estimates
On April 1, 2024, First Majestic released updated 2023 Mineral Reserve and Mineral Resource estimates for the Ermitaño underground mine. Ermitaño's Proven and Probable Mineral Reserve Estimates remained relatively unchanged despite record production of 9.6 million silver equivalent ounces at Ermitaño in 2023. Continued resource expansion potential at the Ermitaño mine (Navidad, Luna and Soledad Zones) remains a core focus for First Majestic over the next year, with 22,000 metres of drilling planned for 2024.
For more information, refer to First Majestic's press release dated April 1, 2024, entitled "First Majestic Announces 2023 Mineral Reserve and Mineral Resource Estimates", First Majetic's press release dated July 30, 2024 entitled "First Majestic Announces New High-Grade Gold and Silver Discovery at Santa Elena", First Majestic's press release dated January 8, 2025 entitled "First Majestic Produces 5.7 Million AgEq Oz in Q4 2024 Consisting of 2.4 Million Silver Ounces and 39,506 Gold Ounces, and 21.7 Million AgEq Oz in 2024", First Majestic's press release dated February 4, 2025 entitled "First Majestic Reports Exploration Success for Navidad at Santa Elena" and First Majestic's press release dated February 13, 2025 entitled "First Majestic Announces 2025 Production and Cost Guidance and Announces Conference Call Details", all filed on www.sedarplus.ca.
Seabee Royalty (SSR Mining Inc.)
Osisko holds a 3% NSR royalty on the Seabee gold operations operated by SSR Mining Inc. ("SSR Mining") and located in Saskatchewan, Canada.
Guidance - 2025
On February 18, 2025, SSR Mining reported that its 2025 annual guidance will be released following the close of the Cripple Creek & Victor Gold Mine acquisition, which is expected within the first quarter of 2025.
Update on operations
On February 18, 2025, SSR Mining announced production of 78,545 ounces of gold at Seabee in 2024 compared to 90,777 ounces in 2023. Due to forest fires in the vicinity of the mine, operations at Seabee were suspended for more than 50 days. Operations were fully reinstated on October 11, 2024, and in the fourth quarter of 2024, Seabee produced 27,811 ounces of gold compared to 38,757 ounces in the fourth quarter of 2023. The decrease in production resulting from the forest fires was partially offset by strong grades of approximately 9.7 g/t Au in the fourth quarter of 2024.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
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2024 – Annual Report |
Update on Mineral Reserve and Resource Estimates
On February 18, 2025, SSR Mining reported an updated Mineral Reserves which remained relatively stable with a 9% decrease in reserve ounces. Proven Mineral Reserves include 0.335 million tonnes of 6.11 g/t Au for 66,000 ounces of gold, and Probable Mineral Reserves include 1.466 million tonnes of 5.16 g/t Au for 243,000 ounces of gold. This estimate does not incorporate any of the Indicated Mineral Resources totaling 2.15 million tonnes grading 5.1 g/t Au for 352,000 ounces of gold, or the Inferred Mineral Resources totaling 1.464 million tonnes grading 4.37 g/t Au for 206,000 ounces of gold.
During the year ended December 31, 2024, SSR completed a total of 220 drillholes totaling 70,318 metres of drilling at Porky West deposit. The main objective of this drilling was to expand the footprint of mineralization. Mineral Resource at Porky West is open at depth and along strike. An exploration plan is in place to increase the Mineral Resource footprint and continue infill drilling in 2025.Seabee has been in continuous operation for 30 years and has demonstrated a track record of Mineral Reserve replacement that SSR Mining expects to continue into the future.
For more information, refer SSR Mining's press release dated February 18, 2025 entitled ",SSR Mining Reports Fourth Quarter and Full-Year 2024 Results" and SSR Mining's Form 10-K filed on EDGAR at www.sec.gov.
Gibraltar Stream (Taseko Mines Limited)
Osisko owns a silver stream referenced to Gibraltar copper mine's production, held by Gibraltar Mines Ltd. and located in British Columbia, Canada. The stream was amended in June 2023, increasing the refined silver to be delivered from 75% to 87.5% of the payable silver production, and amended again in December 2024, increasing the refined silver to be delivered to 100% of the payable silver production, following Taseko's acquisition of the remaining 12.5% Gibraltar joint venture interest last March 2024. Further to this, Osisko and Taseko also extended the step-down silver delivery threshold to coincide with Taseko's recently updated mineral reserve estimate for Gibraltar. Once a total of 6.8 million ounces of silver have been delivered, the refined silver to be delivered will be reduced to 35% of the payable silver produced at Gibraltar thereafter. There is no cash transfer price payable by Osisko at the time of delivery for the silver ounces delivered. As of December 31, 2024, a total of 1.5 million ounces of silver have been delivered under the stream agreement.
Guidance - 2025
On January 9, 2025, Taseko released its 2025 guidance. As a result of increased mill availability, production in 2025 is expected to range between 120 to 130 million pounds of copper, a significant increase over 2024. Production is expected to be weighted to the second half of the year.
Update on operations
On June 1, 2024, Taseko announced that operations at the company's Gibraltar mine were suspended as a result of the announcement of a strike by the unionized employees. On June 19, 2024, Taseko announced that the union representing workers at its Gibraltar mine had ratified a new employment agreement which will be in place until May 31, 2027. Gibraltar workers were recalled, and mining operations and milling were restarted.
On January 9, 2025, Taseko announced 2024 production from Gibraltar of 106 million pounds of copper and 1.4 million pounds of molybdenum. Since completion of the planned major maintenance activities in July, milling operations at Gibraltar have been running smoothly. Mill throughput averaged over 89,000 tpd in the fourth quarter, 5% over design capacity, resulting in copper production of 29 million pounds for the period.
For more information, refer to Taseko's press releases dated June 1, 2024 entitled "Taseko Announces that Operations at its Gibraltar Mine have been Suspended" and Taseko's press release dated January 9, 2025 entitled "Taseko Announces 2024 Production Results and Amendment to Gibraltar Silver Stream", both filed on www.sedarplus.ca.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Lamaque Royalty (Eldorado Gold Corporation)
Osisko owns a 1% NSR royalty on the Lamaque gold mine, including the producing Triangle deposit as well as the prospective Ormaque, Plug #4, and Parallel deposits. Osisko also holds a 2.5% NSR royalty on the Bourlemaque property. The Lamaque mine is operated by Eldorado Gold Corporation ("Eldorado") and is located in Québec, Canada.
Guidance - 2025
Eldorado is expected to release its fourth quarter and full year 2024 results on February 20, 2025.
On February 22, 2024, Eldorado released its 4-year forecast, where it expects to produce between 180,000 to 200,000 ounces of gold at Lamaque in 2027.
Update on operations
On January 14, 2025, Eldorado announced production at the Lamaque Complex of 63,742 ounces of gold in the fourth quarter of 2024 compared to 43,106 ounces in the third quarter of 2024. Full year production reached 196,538 ounces of gold compared to 177,069 ounces in 2023. The Lamaque Complex delivered record gold production both in the fourth quarter and for the year. During the fourth quarter, production increased 48% over the third quarter driven by higher ore grade and mill throughput. This included processing of the Ormaque bulk sample that also met expectations of modelled grade.
On January 27, 2025, Eldorado announced the results of an updated Technical Report for the Lamaque Complex (the "Lamaque Complex Technical Report"), including an updated life-of-mine plan based on Mineral Reserves from Triangle, Ormaque and Parallel (the "Reserve Case") and a Preliminary Economic Assessment ("PEA") extended life-of-mine plan primarily based on Inferred Mineral Resources from Triangle and Ormaque (the "PEA Case"). The Reserve Case outlines an 8-year mine life producing 1.2 million ounces of gold, while the PEA Case shows the potential to extend mine life incrementally by 9 years (to 2041) and incremental gold production of 1.5 million ounces (when compared to the previous life-of-mine plan).
Update on Mineral Reserve and Resource Estimates
On January 27, 2025, Eldorado released its updated Mineral Reserves and Mineral Resources and an updated life of mine plan on the Lamaque mine. Proven and Probable Mineral Reserves include 1.36 million tonnes of 5.72 g/t Au and 3.62 million tonnes of 6.92 g/t Au respectively for 1.3 million ounces of gold total. Inferred Resources include 994 million tonnes of 8.04 g/t Au for 2.6 million ounces. The updated technical report outlines a Reserve Case of 8-year mine life producing 1.2 million ounces of gold, while the preliminary economic assessment case shows the potential to extend the life of mine incrementally by 9 years and incremental gold production of 1.5 million ounces. The life of mine plan describes an average annual gold production of approximately 185,000 ounces through 2036, providing a long runway for the Lamaque Complex. With the development of the Ormaque deposit, Eldorado will be adding a second underground mine to the Lamaque Complex, which provides operational flexibility and efficiency as they leverage the existing plant and infrastructure.
Eldorado continues to assess exploration opportunities across the Lamaque Complex as well as its 100%-owned Bourlamaque property (contiguous to the Lamaque Complex) and in the wider Abitibi region. Exploration activities will continue at the Lamaque Complex, with a focus on resource conversion drilling at Lower Triangle, Ormaque and Plug No. 4, as well as testing for extensions at Ormaque and earlier stage targets close to the Lamaque Complex infrastructure.
For more information, refer to Eldorado's press release dated February 22, 2024 entitled "Eldorado Announces 2024 Detailed Production & Cost Guidance; Provides Four-Year Growth Profile", Eldorado's press release dated January 14, 2025 entitled "Eldorado Gold Delivers Gold Production of 520,293 Ounces in 2024, Above the Midpoint of Tightened Guidance, With Solid Fourth Quarter Preliminary Gold Production of 155,669 Ounces; Provides Skouries Construction Progress and Conference Call Details" and Eldorado's press release dated January 27, 2025 entitled "Eldorado Updates Lamaque Complex Technical Report; Demonstrating Significant Value and Potential to Extend Mine Life to 17 Years", all filed on www.sedarplus.ca.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Renard Stream (Stornoway Diamonds (Canada) Inc.)
Osisko owns a 9.6% diamond stream on the Renard diamond mine operated by Stornoway and located approximately 350 kilometres north of Chibougamau in the James Bay region of north-central Québec.
On October 27, 2023, Stornoway announced it was temporarily suspending operations and placing itself under the protection of the CCAA to enable it to restructure its business.
On April 3, 2024, Winsome Resources Ltd ("Winsome") announced the acquisition of an exclusive call option, exercisable by September 30, 2024, to acquire the assets comprising the Renard mine and associated infrastructure or all of the issued capital in Stornoway. On December 4, 2024, the consideration structure was amended as follows:
The Renard mine processed and sold a small number of diamonds in the second, third and fourth quarters of 2024 as part of the care and maintenance plan and, consequently, Osisko earned 1,529 GEOs through its diamond stream in 2024.
Equity Investments
The Company's assets include a portfolio of shares, mainly of publicly traded exploration and development mining companies. In certain instances, Osisko may invest in equity of companies concurrently with the acquisition of royalty, stream or other similar interests or with the objective of improving its ability to acquire future royalties, streams or similar interests. Certain investment positions may be considered as associates under IFRS Accounting Standards as a result of the ownership held, nomination rights to the investee's board of directors and/or other facts and circumstances.
Osisko may, from time to time, and without further notice except as required by law or regulations, increase or decrease its investments at its discretion.
In 2024, Osisko sold equity investments for net proceeds of $2.4 million. In 2023, Osisko acquired equity investments of $40.2 million (including $40.0 million acquired by Osisko Bermuda in MAC Copper as part of the CSA silver and copper stream acquisitions) and sold equity investments for net proceeds of $98.1 million, including its entire equity position in Osisko Mining Inc. for net proceeds of $94.3 million.
Fair value of marketable securities
The following table presents the carrying value and fair value of the investments in marketable securities (excluding notes and warrants) as at December 31, 2024 (in thousands of dollars):
| Investments |
Carrying value (i) |
Fair Value (ii) |
|||||
| $ | $ | ||||||
| Associates | 43,262 | 54,210 | |||||
| Other | 55,313 | 55,313 | |||||
| 98,575 | 109,523 |
(i) The carrying value corresponds to the amount recorded on the consolidated balance sheet, which is the equity method for investments in associates and the fair value for other investments, as per IAS 28 Investment in Associates and Joint Ventures and IFRS 9 Financial Instruments.
(ii) The fair value corresponds to the quoted price of the investments in a recognized stock exchange as at December 31, 2024.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Principal investment in associates
Osisko Development Corp.
As at December 31, 2024, the Company's principal investment in associates is Osisko Development Corp. ("Osisko Development"). Osisko Development is a Canadian gold mineral exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in North America. The main projects held by Osisko Development are the Cariboo gold project ("Cariboo") in British Columbia, Canada, the San Antonio gold project ("San Antonio") in Sonora, Mexico, and the Tintic property ("Tintic") in Utah, United States. Osisko owns a 5% NSR royalty on Cariboo, 15% gold and silver streams on San Antonio and a 2.5% metals stream on Tintic.
The Cariboo gold project has Probable Mineral Reserves of 2.03 million ounces of gold (16.7 million tonnes grading 3.78 g/t Au), Measured and Indicated Mineral Resources of 1.57 million ounces of gold (14.7 million tonnes grading 3.33 g/t Au) and Inferred Mineral Resources of 1.71 million ounces of gold (15.5 million tonnes grading 3.44 g/t Au). A NI 43-101 compliant feasibility study was filed in January 2023, which outlined average annual gold production of 163,695 ounces over a 12-year mine life, with an after-tax net present value of $502 million at a 5% discount rate and an internal rate of return (unlevered) of 20.7% at $1,700 per ounce of gold. The study envisaged a phased operation with Phase 1 being a 1,500 tpd operation producing 72,501 ounces of gold for the first three years and Phase 2 ramping up to a 4,900 tpd operation producing 193,798 ounces of gold per year for the remaining mine life.
On December 12, 2024, Osisko Development announced the granting of the Environmental Management Act permits for Cariboo. Together with the BC Mines Act permits secured on November 20, 2024, these approvals marked the successful completion of the permitting process for key approvals, solidifying Cariboo's shovel-ready status.
On December 13, 2024, Osisko Development provided a progress update for its ongoing bulk sample and underground development activities at Cariboo. Osisko Development has now successfully completed 100% of the underground development, totalling approximately 1,172 meters, to access the target area of the contemplated bulk sample in the Lowhee Zone of the deposit. Preparations are underway and in their final stages to extract 10,000 metric tonnes of mineralized material. The bulk sample results are anticipated in the first quarter of 2025.
In November 2024, Osisko Development reported that its working capital position as at September 30, 2024, and the gross proceeds from the private placements completed in October and November 2024, will not be sufficient to meet its obligations, commitments and forecasted expenditures up to the period ending September 30, 2025. While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the company or that they will be available on terms which are acceptable to Osisko Development. If management is unable to obtain new funding, Osisko Development may be unable to continue its operations.
As at December 31, 2024, the Company held 33,333,366 common shares representing a 24.4% interest in Osisko Development (39.6% as at December 31, 2023). The Company continues to exercise significant influence over Osisko Development as a result, amongst others, of its ownership interest and board nomination rights, and accounts for its investment using the equity method.
For more information, please refer to Osisko Development's press releases and other public documents available on www.sedarplus.ca and on their website (www.osiskodev.com).
Sustainability Activities
As a capital provider, Osisko does not have direct control over the operation or sustainability activities of its mining partners operations. However, the Company recognizes that by supporting responsible operators, it can promote sustainable development through its investments.
In 2023, Osisko developed an enhanced Environmental, Social and Governance ("ESG") screening and monitoring tool, aligned with industry-leading practices and referencing recognized sustainability frameworks. The comprehensive tool allows Osisko to assess the ESG performance of potential assets and mining partners across various topics, including biodiversity, climate change, tailings and waste management, community relations, diversity, equity and inclusion, health and safety, and business ethics. Osisko started using this new formal process and tool in 2024 for new investment decisions, with a monitoring aspect applied to existing partners and investments, where applicable.
Recent governance enhancements include the addition of three new independent directors: Mr. Norman MacDonald, Mr. David Smith and Ms. Wendy Louie. Mr. MacDonald was appointed as an independent Chair in November 2023. The Company has also implemented several key policies including those focused on Human Resources, Health and Safety, Human Rights, and Anti-Bribery, Anti-Corruption and Anti-Money Laundering and appointed a dedicated Vice President, Sustainability and Communications tasked with driving forward Osisko's environmental, social and governance initiatives.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
In its commitment to addressing climate-related challenges, Osisko conducted a climate-related risk assessment and scenario analysis to gage the exposure of key assets to climate-related risks and opportunities. This analysis helped inform the development of a climate change strategy for 2024-2027 structured around three main pillars: management of climate-related financial risks, pursuit of a low-emission future; and enhancing governance and disclosure. Each pillar includes specific commitments to monitor and measure progress.
In early 2024, Osisko purchased and retired Gold Standard certified carbon credits through Key Carbon Ltd., a financer and supporter of carbon reduction projects. These carbon credits offset the Company's 2023 office-based Scope 2 and Scope 3 indirect emissions (excluding financed emissions).
Osisko continued to improve the internal skills and awareness of all employees through targeted training on various internal policies including but not limited to the Company's Code of Ethics, Whistleblowing Policy and Trading Policy.
In 2024, the Company donated over $0.4 million across three pillars: education, social/community, and climate change/environmental, representing an increase of 51% over the 2023 level of $0.2 million. Osisko also successfully implemented a donation matching policy as part of its ongoing commitment to social responsibility and community engagement. This initiative enabled the Company to double the impact of employee contributions to eligible charitable organizations, supporting a range of meaningful causes that fall under the three pillars of giving. Osisko's community investments and employee volunteering initiatives continued to support the local communities around its head office and those around its mining partners.
Osisko was also recognized as a Great Place to Work® Canada-certified organization for the first time. This achievement reflects its commitment to fostering a dynamic, engaging, and inclusive workplace.
For a detailed review Osisko's sustainability initiatives, refer to the fourth edition of Osisko's sustainability report, Growing Responsibly, published on April 10, 2024.
Dividends and Normal Course Issuer Bid
The following table provides details on the dividends declared by the Company for the years ended December 31, 2024 and 2023:
| Declaration date |
Dividend per share |
Record date |
Payment date |
Total dividends (i) |
|||||
| C$ | $ | ||||||||
| February 20, 2024 | 0.060 | March 28, 2024 | April 15, 2024 | 8,271,000 | |||||
| May 8, 2024 | 0.065 | June 28, 2024 | July 15, 2024 | 8,843,000 | |||||
| August 6, 2024 | 0.065 | September 30, 2024 | October 15, 2024 | 8,878,000 | |||||
| November 6, 2024 | 0.065 | December 31, 2024 | January 15, 2025 | 8,673,000 | |||||
| Year 2024 | 0.255 | 34,665,000 | |||||||
| February 23, 2023 | 0.055 | March 31, 2023 | April 14, 2023 | 7,511,000 | |||||
| May 10, 2023 | 0.060 | June 30, 2023 | July 14, 2023 | 8,268,000 | |||||
| August 9, 2023 | 0.060 | September 29, 2023 | October 16, 2023 | 8,281,000 | |||||
| November 8, 2023 | 0.060 | December 29, 2023 | January 15, 2024 | 8,163,000 | |||||
| Year 2023 | 0.235 | 32,223,000 |
Dividend Reinvestment Plan
The Company offers a dividend reinvestment plan ("DRIP") that allows Canadian and U.S. shareholders to reinvest their cash dividends into additional common shares either purchased on the open market through the facilities of the TSX or the NYSE, or issued directly from treasury by the Company, or acquired by a combination thereof. In the case of a treasury issuance, the price will be the weighted average price of the common shares on the TSX or the NYSE during the five trading days immediately preceding the dividend payment date, less a discount, if any, of up to 5%, at the Company's sole election.
As at December 31, 2024, the holders of 18.4 million common shares had elected to participate in the DRIP, representing dividends payable of $0.8 million. During the year ended December 31, 2024, the Company issued 205,541 common shares under the DRIP, at a discount rate of 3% (140,405 common shares in 2023 at a discount rate of 3%). On January 15, 2025, 45,878 common shares were issued under the DRIP at a discount rate of 3%.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Normal Course Issuer Bid
In December 2024, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the NCIB program, Osisko may acquire up to 9,331,275 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2024 NCIB program are authorized from December 12, 2024 until December 11, 2025. Daily purchases will be limited to 73,283 common shares, other than block purchase exemptions.
Under the terms of the previous NCIB program, Osisko was allowed to acquire up to 9,258,298 of its common shares from time to time, from December 12, 2023 to December 11, 2024. Daily purchases were limited to 94,834 common shares.
During the year ended December 31, 2024, the Company purchased for cancellation a total of 26,000 common shares for $0.4 million (C$0.6 million; average acquisition price per share of C$22.48). During the year ended December 31, 2023, the Company did not purchase any common shares under the NCIB program.
Gold Market and Currency
Gold Market
Following its robust performance in 2023, the gold market continued to post strong gains in 2024 and prices rose 26% from the beginning of the year to reach $2,609 per ounce by the end of the fourth quarter. The gold price averaged $2,663 per ounce in the fourth quarter of 2024, its highest ever quarterly average in nominal dollars, compared to $2,474 in the third quarter, $2,338 per ounce in the second quarter and $2,070 per ounce in the first quarter.
The historical price is as follows:
| (per ounce of gold) | High | Low | Average | Close | ||||||||
| 2024 | $ | 2,778 | $ | 1,985 | $ | 2,386 | $ | 2,609 | ||||
| 2023 | 2,078 | 1,811 | 1,941 | 2,078 | ||||||||
| 2022 | 2,039 | 1,629 | 1,800 | 1,812 | ||||||||
| 2021 | 1,943 | 1,684 | 1,799 | 1,820 | ||||||||
| 2020 | 2,067 | 1,474 | 1,770 | 1,888 |
Currency
The Canadian dollar traded against the U.S. dollar at a ratio of between 1.3491 and 1.4416 in the fourth quarter of 2024 to close at 1.4389, compared to 1.3499 on September 30, 2024, 1.3687 on June 30, 2024, 1.3550 on March 31, 2024 and 1.3226 on December 31, 2023. The Canadian dollar averaged 1.3982 in the fourth quarter of 2024, 1.3641 in the third quarter, 1.3683 in the second quarter of 2024 and 1.3486 in the first quarter of 2024. In December 2024, the Bank of Canada reduced its overnight rate by 50 basis points to 3.25%, its fifth consecutive cut in 2024, after previously reaching its highest level in 22 years.
The exchange rate for the U.S./Canadian dollar is outlined below:
| High | Low | Average | Close | |||||||||
| 2024 | 1.4416 | 1.3316 | 1.3698 | 1.4389 | ||||||||
| 2023 | 1.3875 | 1.3128 | 1.3497 | 1.3226 | ||||||||
| 2022 | 1.3856 | 1.2451 | 1.3013 | 1.3544 | ||||||||
| 2021 | 1.2942 | 1.2040 | 1.2535 | 1.2678 | ||||||||
| 2020 | 1.4496 | 1.2718 | 1.3415 | 1.2732 |
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Selected Financial Information
(in thousands of dollars, except figures for ounces and amounts per ounce and per share) (1)
| 2024 | 2023 | 2022 | |||||||
| $ | $ | $ | |||||||
| Revenues | 191,157 | 183,228 | 167,109 | ||||||
| Cost of sales | (6,738 | ) | (12,335 | ) | (12,315 | ) | |||
| Depletion | (32,607 | ) | (41,801 | ) | (39,401 | ) | |||
| Gross profit | 151,812 | 129,092 | 115,393 | ||||||
| Impairment of royalty and stream interests | (49,558 | ) | (35,711 | ) | (1,342 | ) | |||
| Operating income | 78,324 | 64,463 | 94,404 | ||||||
| Net earnings (loss) from continuing operations | 16,267 | (37,426 | ) | 65,380 | |||||
| Net loss from discontinued operations (2) | - | - | (205,706 | ) | |||||
| Net earnings (loss) | 16,267 | (37,426 | ) | (140,326 | ) | ||||
| Net earnings (loss) per share from continuing operations (2), (3) | |||||||||
| Basic and diluted | 0.09 | (0.20 | ) | 0.36 | |||||
| Total assets | 1,377,634 | 1,486,472 | 1,473,890 | ||||||
| Total long-term debt | 93,900 | 145,080 | 109,231 | ||||||
| Operating cash flows from continuing operations | 159,925 | 138,437 | 134,255 | ||||||
| Operating cash flows used by discontinued operations (2) | - | - | (50,896 | ) | |||||
| Operating cash flows | 159,925 | 138,437 | 83,359 | ||||||
| Dividend per common share (C$) | 0.255 | 0.235 | 0.22 | ||||||
| Weighted average shares outstanding (in thousands) | |||||||||
| Basic | 186,290 | 185,036 | 180,398 | ||||||
| Diluted | 187,581 | 185,036 | 180,398 | ||||||
| Average selling price of gold (per ounce sold) | 2,361 | 1,943 | 1,799 |
(1) Unless otherwise noted, financial information is in U.S. dollars and prepared in accordance with IFRS Accounting Standards.
(2) The net loss from discontinued operations is related to the activities of Osisko Development. Please refer to the Basis of Presentation of Consolidated Financial Statements section of the MD&A for the year ended December 31, 2022 for more details.
(3) Attributable to Osisko Gold Royalties Ltd's shareholders.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Overview of Financial Results
Financial Summary - Year 2024
Revenues from royalties and streams increased to $191.2 million in 2024 compared to $183.2 million in 2023, mostly as a result of higher metal prices, partially offset by lower deliveries under the stream and royalty agreements following the stoppage of operations at the Renard diamond mine in October 2023 and at the Eagle Gold mine in June 2024.
Gross profit amounted to $151.8 million in 2024 compared to $129.1 million in 2023. Cost of sales and depletion decreased, mostly as a result of the mix of sales and lower deliveries (sales of diamonds from the Renard stream were minimal in 2024).
General and administrative ("G&A") expenses decreased in 2024 from $24.3 million to $18.3 million, mostly as a result of a share-based compensation expense of $1.1 million and a charge of $3.1 million for severance payments to key management in 2023, as well as additional professional fees.
Business development expenses increased in 2024 from $4.6 million to $5.6 million, mostly as a result of increased activities and the addition of one vice president in early 2024.
As a result of the failure at the heap leach facility of the Eagle Gold mine, management performed an impairment assessment on the Eagle Gold mine royalty interest as at June 30, 2024 and recorded a non-cash impairment loss of $49.6 million, representing 100% of the net book value on June 30, 2024 (refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A for more details).
Operating income in 2024 increased to $78.3 million compared to $64.5 million in 2023, mostly as a result of a higher gross profit and lower G&A expenses, partially offset by the impairment charge of $49.6 million on the Eagle Gold mine royalty. An impairment of royalty and stream interests of $35.7 million was recorded in 2023.
Net earnings in 2024 reached $16.3 million, compared to a net loss of $37.4 million in 2023. In 2023, the net result was impacted by an impairment charge of $35.7 million on royalty and stream interests (mostly from the impairment of $17.8 million on the Tintic stream and $11.2 million on the Renard diamond stream), an expected credit loss allowance on investments and a write-off totalling $27.8 million (related to loans with Stornoway) and an impairment charge on investments in associates of $49.0 million (including $48.8 million on the investment in Osisko Development). In 2024, the net result was impacted by an impairment charge of $49.6 million on the Eagle Gold mine royalty, a share of loss of associates of $30.0 million, a loss on dilution of investments in an associate of $9.3 million and a foreign exchange loss, partially offset by lower finance costs.
Adjusted earnings reached $97.3 million in 2024 compared to $74.1 million in 2023, mostly a result of a higher gross profit, lower G&A expenses and lower finance costs, partially offset by higher income taxes and lower interest income. A reconciliation of adjusted earnings is provided in the Non-IFRS Financial Performance Measures section of this MD&A.
Cash flows provided by operating activities in 2024 were $159.9 million, compared to $138.4 million in 2023. The increase was mainly the result of higher revenues, lower cost of sales and lower G&A expenses.
4 "Adjusted earnings" and "Adjusted earnings per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Consolidated Statements of Income (Loss)
The following table presents summarized consolidated statements of income (loss) for the years ended December 31, 2024 and 2023 (in thousands of dollars):
| 2024 | 2023 | ||||||||
| $ | $ | ||||||||
| Revenues | (a) | 191,157 | 183,228 | ||||||
| Cost of sales | (b) | (6,738 | ) | (12,335 | ) | ||||
| Depletion | (c) | (32,607 | ) | (41,801 | ) | ||||
| Gross profit | (d) | 151,812 | 129,092 | ||||||
| Other operating expenses | |||||||||
| General and administrative | (e) | (18,298 | ) | (24,344 | ) | ||||
| Business development | (f) | (5,632 | ) | (4,574 | ) | ||||
| Impairment of royalty and stream interests | (g) | (49,558 | ) | (35,711 | ) | ||||
| Operating income | 78,324 | 64,463 | |||||||
| Other expenses, net | (h) | (48,182 | ) | (92,100 | ) | ||||
| Earnings (loss) before income taxes | 30,142 | (27,637 | ) | ||||||
| Income tax expense | (i) | (13,875 | ) | (9,789 | ) | ||||
| Net earnings (loss) | 16,267 | (37,426 | ) |
(a) Revenues are comprised of the following:
| 2024 | 2023 | |||||||||||||||||
| Average selling price per ounce / tonne /carat ($) |
Ounces / tonnes / carats / sold |
Total revenues ($000's) |
Average selling price per ounce / tonne /carat ($) |
Ounces / tonnes / carats / sold |
Total revenues ($000's) |
|||||||||||||
| Gold sold | 2,361 | 46,696 | 110,237 | 1,943 | 54,277 | 105,486 | ||||||||||||
| Silver sold | 28 | 1,832,931 | 51,837 | 23 | 1,900,444 | 44,220 | ||||||||||||
| Copper sold | 8,920 | 748 | 6,671 | - | - | - | ||||||||||||
| Diamonds sold | 76 | 27,178 | 2,072 | 98 | 189,036 | 18,737 | ||||||||||||
| Other (paid in cash) | - | - | 20,340 | - | - | 14,785 | ||||||||||||
| 191,157 | 183,228 | |||||||||||||||||
The decrease in gold ounces sold is mostly the result of the stoppage of operations at the Eagle Gold mine in June 2024. The copper tonnes sold are related to the CSA copper stream which had an economic effective date of June 17, 2024. The decrease in diamonds sold in 2024 is the result of the stoppage of operations at the Renard diamond mine in the fourth quarter of 2023.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
(b) Cost of sales mainly represents the acquisition price of the metals (and diamonds when applicable) under the stream agreements, as well as deductions (if applicable) for governmental royalties, refining, insurance, transportation and other costs related to the metals received under royalty agreements. For the year ended December 31, 2024, cost of sales amounted to $6.7 million, compared to $12.3 million. The decrease in 2024 is mostly due to the mix of sales and lower deliveries (sales of diamonds from the Renard stream were minimal in 2024).
(c) The royalty, stream and other interests are depleted using the units-of-production method over the estimated life of the properties or the life of the related agreements. The depletion expense in 2024 amounted to $32.6 million, compared to $41.8 million in 2023. The decrease in 2024 is mostly due to the mix of sales (sales of diamonds from the Renard stream were minimal in 2024) and lower deliveries.
(d) The breakdown of cash margin5 and gross profit per type of interest is as follows (in thousands of dollars):
| 2024 | 2023 | ||||||
| $ | $ | ||||||
| Royalty interests | |||||||
| Revenues | 130,375 | 118,829 | |||||
| Less: cost of sales (excluding depletion) | (413 | ) | (379 | ) | |||
| Cash margin (in dollars) | 129,962 | 118,450 | |||||
| Depletion | (12,208 | ) | (17,796 | ) | |||
| Gross profit | 117,754 | 100,654 | |||||
| Stream interests | |||||||
| Revenues | 60,782 | 64,399 | |||||
| Less: cost of sales (excluding depletion) | (6,325 | ) | (11,956 | ) | |||
| Cash margin (in dollars) | 54,457 | 52,443 | |||||
| Depletion | (20,399 | ) | (24,005 | ) | |||
| Gross profit | 34,058 | 28,438 | |||||
| Royalty and stream interests Total cash margin (in dollars) |
184,419 | 170,893 | |||||
| Divided by: total revenues | 191,157 | 183,228 | |||||
| Cash margin (in percentage of revenues) | 96.5% | 93.3% | |||||
| Total - Gross profit | 151,812 | 129,092 |
(e) G&A expenses decreased in 2024 to $18.3 million from $24.3 million in 2023, mostly as a result of a share-based compensation expense of $1.1 million and a charge of $3.1 million for severance payments to key management in 2023, as well as additional professional fees.
(f) Business development expenses increased in 2024 to $5.6 million from $4.6 million in 2023, mostly as a result of increased activities and the addition of one vice president in 2024.
(g) As a result of the failure at the heap leach facility of the Eagle Gold mine, management performed an impairment assessment on the Eagle Gold mine royalty interest as at June 30, 2024 and recorded a non-cash impairment loss of $49.6 million (refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A for more details).
In 2023, the Company recorded an impairment charge of $17.8 million on the Tintic stream and $11.2 million on the Renard diamond stream (refer to the Portfolio of Royalty, Stream and Other Interests section for more details). The Company also wrote off royalty interests on which the royalty rights were lost and royalty interests on which the Company does not expect to receive sufficient net proceeds covering the remaining net book value.
(h) Other expenses, net of $48.2 million in 2024 include a share of loss of associates of $30.0 million, a loss on dilution of investments in an associate of $9.3 million, finance costs of $8.0 million and a foreign exchange loss of $4.4 million, partially offset by interest income of $4.2 million.
Other expenses, net of $92.1 million in 2023 include finance costs of $14.0 million, a net loss on investments of $90.2 million (which includes a non-cash loss on the deemed disposal of an associate of $2.3 million, a net loss on disposal of an associate of $5.5 million, a change in fair value of financial assets at fair value through profit and loss of $9.7 million, an allowance on expected credit loss and a write-off of other investments totalling $27.8 million and an impairment charge of $49.0 million on investments in associates (including $48.8 million on the investment in Osisko Development), partially offset by a net gain on dilution of investments in associates of $3.6 million), a net share of income of associate of $5.9 million (which includes the gain realized by an associate on the sale of a property), interest income of $5.1 million and a gain on foreign exchange of $1.1 million.
5 Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. It is calculated by deducting the cost of sales (excluding depletion) from the revenues. Please refer to the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
(i) The effective income tax rate in 2024 is 46.0% compared to (35.4%) in 2023. The statutory rate was 26.5% in 2024 and 2023. The elements that impacted the effective income tax rates are other income not taxable, other expenses not deductible and revenues taxable at lower rates. Cash taxes of $2.7 million were paid in 2024, compared to $1.9 million in 2023. Cash taxes paid were related to taxes on royalties earned in foreign jurisdictions.
Liquidity and Capital Resources
As at December 31, 2024, the Company's cash position amounted to $59.1 million compared to $51.2 million as at December 31, 2023.
Significant variations in the liquidity and capital resources for the three months and the year ended December 31, 2024 are summarized below and detailed under the Cash Flows section of this MD&A.


| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Revolving credit facility
A total amount of C$550.0 million ($382.3 million) is available under the revolving credit facility (the "Facility"), with an additional uncommitted accordion of up to C$200.0 million ($139.0 million).
In April 2024, the maturity date of the Facility was extended from September 29, 2026 to April 30, 2028. The uncommitted accordion is subject to acceptance by the lenders. The Facility is to be used for general corporate purposes and investments in the mineral industry, including the acquisition of royalties, streams and other interests. The Facility is secured by the Company's assets.
The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate, Canadian Overnight Repo Rate Average ("CORRA") or Secured Overnight Financing Rate ("SOFR"), plus an applicable margin depending on the Company's leverage ratio. As at December 31, 2024, the effective interest rate on the drawn balance was 5.8%, including the applicable margin.
The Facility includes covenants that require the Company to maintain certain financial ratios, including the Company's leverage ratios and meet certain non-financial requirements. As at December 31, 2024, all such ratios and requirements were met.
Cash Flows
The following table summarizes the cash flows for the years ended December 31, 2024 and 2023 (in thousands of dollars):
| 2024 | 2023 | |||||
| $ | $ | |||||
| Cash flows | ||||||
| Operations | 161,802 | 139,949 | ||||
| Working capital items | (1,877 | ) | (1,512 | ) | ||
| Operating activities | 159,925 | 138,437 | ||||
| Investing activities | (75,642 | ) | (166,126 | ) | ||
| Financing activities | (74,868 | ) | 9,370 | |||
| Effects of exchange rate changes on cash | (1,523 | ) | 2,670 | |||
| Increase (decrease) in cash | 7,892 | (15,649 | ) | |||
| Cash - January 1 | 51,204 | 66,853 | ||||
| Cash - December 31 | 59,096 | 51,204 |
Operating Activities
In 2024, cash flows provided by operating activities amounted to $159.9 million compared to $138.4 million in 2023. The increase was mainly the result of higher revenues, lower cost of sales, lower G&A expenses and lower finance costs.
Investing Activities
During the year 2024, cash flows used in investing activities amounted to $75.6 million compared to $166.1 million in 2023.
In 2024, $6.0 million were invested to acquire notes receivable from an associate (presented as other investments on the consolidated balance sheets). The disposal of equity investments generated proceeds of $2.4 million and another $1.4 million was received from the partial repayment of the Stornoway bridge loan, which was fully provisioned in 2023.
In 2023, Osisko invested a total of $217.7 million to acquire royalty and stream interests, including $150.0 million to acquire the CSA silver and copper streams, $35.0 million to acquire the Namdini NSR royalty, $15.0 million to acquire the Costa Fuego copper and gold NSR royalties and $10.3 million to amend the Gibraltar Silver Stream. Concurrently with the acquisition of the CSA silver and copper streams, Osisko invested $40.0 million in equity of MAC Copper as part of its concurrent equity financing. Osisko also acquired notes receivable for $6.2 million from an associate (presented as other investments on the consolidated balance sheets) and generated $98.1 million in net proceeds from disposal of investments, including the sale of the equity investment in Osisko Mining for net proceeds of $94.3 million.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Financing Activities
During the year 2024, cash flows used in financing activities amounted to $74.9 million compared to cash flows provided by financing activities of $9.4 million in 2023.
In 2024, Osisko repaid a net amount of $49.7 million under its revolving credit facility, paid $30.7 million in dividends and $2.4 million in withholding taxes on the settlement of restricted and deferred share units. Osisko received proceeds from the exercise of share options and the share purchase plan for $9.6 million and acquired shares under the NCIB program for $0.4 million during the same period.
In 2023, Osisko drew $190.0 million on its revolving credit facility to finance the acquisition of royalty and stream interests and repaid a total amount of $155.8 million during the same period. The Company also paid $29.7 million in dividends and $3.6 million in withholding taxes on the settlement of restricted and deferred share units. Osisko received proceeds from the exercise of share options and the share purchase plan for $9.5 million during the same period.
Quarterly Information
The selected quarterly financial information(1) for the past eight financial quarters is outlined below:
(in thousands of dollars, except for amounts per share)
| 2024 | 2023 | |||||||||||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||||
| GEOs | 20,005 | 18,408 | 20,068 | 22,259 | 23,275 | 23,292 | 24,465 | 23,111 | ||||||||||||||||||
| Cash | 59,096 | 43,366 | 48,018 | 52,104 | 51,204 | 52,330 | 70,033 | 119,084 | ||||||||||||||||||
| Total assets | 1,377,634 | 1,385,713 | 1,382,089 | 1,444,017 | 1,486,472 | 1,663,396 | 2,191,128 | 2,008,740 | ||||||||||||||||||
| Total long-term debt | 93,900 | 59,816 | 79,610 | 112,135 | 145,080 | 233,262 | 319,650 | 134,370 | ||||||||||||||||||
| Equity | 1,188,953 | 1,215,186 | 1,215,186 | 1,237,585 | 1,247,931 | 1,227,238 | 1,748,097 | 1,759,062 | ||||||||||||||||||
| Revenues (2) | 56,742 | 41,977 | 47,391 | 45,047 | 47,835 | 46,276 | 45,059 | 44,058 | ||||||||||||||||||
| Net cash flows from operating activities | 49,765 | 34,564 | 38,234 | 37,362 | 37,148 | 32,408 | 35,278 | 33,604 | ||||||||||||||||||
| Impairment of assets, net of income taxes | - | - | 36,425 | - | 66,537 | 20,639 | 16,032 | 200 | ||||||||||||||||||
| Net earnings (loss) | 7,105 | 13,409 | (15,416 | ) | 11,175 | (51,234 | ) | (14,703 | ) | 13,100 | 15,411 | |||||||||||||||
| Basic and diluted net earnings (loss) per share | 0.04 | 0.07 | (0.08 | ) | 0.06 | (0.28 | ) | (0.08 | ) | 0.07 | 0.08 | |||||||||||||||
| Weighted average shares outstanding (000's) | ||||||||||||||||||||||||||
| - Basic | 186,747 | 186,408 | 186,217 | 185,761 | 185,353 | 185,304 | 185,093 | 184 429 | ||||||||||||||||||
| - Diluted | 188,180 | 187,732 | 186,217 | 186,870 | 185,353 | 185,304 | 186,267 | 185,694 | ||||||||||||||||||
| Share price - TSX - closing (C$) | 26.03 | 25.05 | 21.32 | 22.23 | 18.91 | 15.95 | 20.36 | 21.36 | ||||||||||||||||||
| Share price - NYSE - closing | 18.10 | 18.51 | 15.58 | 16.42 | 14.28 | 11.75 | 15.10 | 15.82 | ||||||||||||||||||
| Price of gold (average) | 2,663 | 2,474 | 2,338 | 2,070 | 1,971 | 1,928 | 1,976 | 1,890 | ||||||||||||||||||
| Closing exchange rate(2) (C$/US$) | 0.695 | 0.7408 | 0.7306 | 0.7380 | 0.7561 | 0.7396 | 0.7553 | 0.7389 | ||||||||||||||||||
(1) Unless otherwise noted, financial information is in U.S. dollars and prepared in accordance with IFRS Accounting Standards.
(2) Bank of Canada Daily Rate.
In 2024, the Company repaid a net amount of $49.7 million on its revolving credit facility and recorded an impairment loss of $49.6 million ($36.4 million, net of income taxes) on its Eagle Gold mine royalty interest in the second quarter of 2024.
During the fourth quarter of 2023, the Company sold its equity investment in Osisko Mining for net proceeds of $94.3 million and used the funds to partly repay a portion of its revolving credit facility. The Company also incurred an impairment charge of $17.8 million on the Tintic stream and $48.8 million on the equity investment in Osisko Development.
During the second quarter of 2023, the Company, through Osisko Bermuda, acquired silver and copper streams on the CSA mine for $150.0 million and common shares in MAC Copper, who acquired the CSA mine, for $40.0 million. The transaction was financed from cash on hand (approximately 30%) and from a drawdown on the revolving credit facility.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Fourth Quarter Results
Financial Summary
Revenues from royalties and streams increased to $56.7 million in the fourth quarter of 2024 compared to $47.8 million in the fourth quarter of 2023, mostly as a result of higher metal prices, partially offset by lower deliveries under the stream and royalty agreements following the stoppage of operations at the Renard diamond mine in October 2023 and at the Eagle Gold mine in June 2024.
Gross profit amounted to $45.1 million in the fourth quarter of 2024 compared to $35.3 million in the fourth quarter of 2023. Cost of sales decreased slightly and depletion expenses were stable, mostly as a result of the mix of sales and lower deliveries (sales of diamonds from the Renard stream were minimal in 2024).
G&A expenses decreased from $5.6 million in the fourth quarter of 2023 to $4.2 million in the fourth quarter of 2024, mostly as a result of lower professional fees.
Business development expenses increased to $2.0 million in the fourth quarter of 2024 from $1.5 million in the fourth quarter of 2023, mostly as a result of increased activities and the addition of one vice president in 2024.
In the fourth quarter of 2024, the Company generated net earnings of $7.1 million compared to a net loss of $51.2 million in the fourth quarter of 2023. The net loss in 2023 was due to an impairment charge on the Tintic stream of $17.8 million and an impairment charge on an investment in associates of $48.8 million (Osisko Development).
Adjusted earnings were $29.9 million in the fourth quarter of 2024 compared to $21.6 million in the fourth quarter of 2023, mostly a result of a higher gross profit, lower finance costs and lower G&A expenses, partially offset by higher income taxes. A reconciliation of adjusted earnings is provided in the Non-IFRS Financial Performance Measures section of this MD&A.
Cash flows provided by operating activities in the fourth quarter of 2024 were $49.8 million compared to $37.1 million in the fourth quarter of 2023. The increase was mainly the result of higher revenues, lower cost of sales and lower G&A expenses.
6 "Adjusted earnings" and "Adjusted earnings per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure." The following table presents summarized consolidated statements of income (loss) for the three months ended December 31, 2024 and 2023 (in thousands of dollars):
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Consolidated Statements of Income (Loss)
| Three months ended December 31, |
||||||||||
| 2024 | 2023 | |||||||||
| $ | $ | |||||||||
| Revenues | (a) | 56,742 | 47,835 | |||||||
| Cost of sales | (b) | (2,181 | ) | (2,942 | ) | |||||
| Depletion | (c) | (9,475 | ) | (9,570 | ) | |||||
| Gross profit | (d) | 45,086 | 35,323 | |||||||
| Other operating expenses | ||||||||||
| General and administrative | (e) | (4,209 | ) | (5,587 | ) | |||||
| Business development | (f) | (1,987 | ) | (1,505 | ) | |||||
| Impairment of stream interests | (g) | - | (17,768 | ) | ||||||
| Operating income | 38,890 | 10,463 | ||||||||
| Other expenses, net | (h) | (22,906 | ) | (59,010 | ) | |||||
| Earnings (loss) before income taxes | 15,984 | (48,547 | ) | |||||||
| Income tax expense | (i) | (8,879 | ) | (2,687 | ) | |||||
| Net earnings (loss) | 7,105 | (51,234 | ) | |||||||
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
(a) Revenues are comprised of the following:
| Three months ended December 31, | ||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||
| Average selling price per ounce / tonne /carat ($) |
Ounces / tonnes / carats / sold |
Total revenues ($000's) |
Average selling price per ounce / tonne /carat ($) |
Ounces / tonnes / carats / sold |
Total revenues ($000's) |
|||||||||||||
| Gold sold | 2,656 | 10,524 | 27,953 | 1,981 | 14,820 | 29,361 | ||||||||||||
| Silver sold | 31 | 475,647 | 14,581 | 24 | 444,063 | 10,542 | ||||||||||||
| Copper sold | 8,880 | 674 | 5,980 | - | - | - | ||||||||||||
| Diamonds sold (i) | 72 | 10,212 | 737 | 86 | 53,276 | 4,590 | ||||||||||||
| Other (paid in cash) | - | - | 7,491 | - | - | 3,342 | ||||||||||||
| 56,742 | 47,835 | |||||||||||||||||
The decrease in gold ounces sold is mostly the result of the stoppage of operations at the Eagle Gold mine in June 2024. The copper tonnes sold are related to the CSA copper stream which had an economic effective date of June 17, 2024. The decrease in diamonds sold in 2024 is the result of the stoppage of operations at the Renard diamond mine in the fourth quarter of 2023.
(b) Cost of sales mainly represents the acquisition price of the metals and diamonds under the stream agreements, as well as deductions (if applicable) for governmental royalties, refining, insurance, transportation and other costs related to the metals received under royalty agreements. The decrease in 2024 is mostly due to the mix of sales and lower deliveries (sales of diamonds from the Renard stream were minimal in 2024).
(c) The royalty, stream and other interests are depleted using the units-of-production method over the estimated life of the properties or the life of the related agreements. The depletion expense in the fourth quarter of 2024 was stable at $9.5 million compared to $9.6 million in the fourth quarter of 2023.
(d) The breakdown of cash margin7 and gross profit per type of interest is as follows (in thousands of dollars):
| Three months ended December 31 |
||||||
| 2024 | 2023 | |||||
| $ | $ | |||||
| Royalty interests | ||||||
| Revenues | 35,349 | 32,681 | ||||
| Less: cost of sales (excluding depletion) | (180 | ) | 17 | |||
| Cash margin (in dollars) | 35,169 | 32,698 | ||||
| Depletion | (2,160 | ) | (4,101 | ) | ||
| Gross profit | 33,009 | 28,597 | ||||
| Stream interests | ||||||
| Revenues | 21,393 | 15,154 | ||||
| Less: cost of sales (excluding depletion) | (2,001 | ) | (2,959 | ) | ||
| Cash margin (in dollars) | 19,392 | 12,195 | ||||
| Depletion | (7,315 | ) | (5,469 | ) | ||
| Gross profit | 12,077 | 6,726 | ||||
| Royalty and stream interests | ||||||
| Total cash margin (in dollars) | 54,561 | 44,893 | ||||
| Divided by: total revenues | 56,742 | 47,835 | ||||
| Cash margin (in percentage of revenues) | 96.2% | 93.8% | ||||
| Total - Gross profit | 45,086 | 35,323 | ||||
7 Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. It is calculated by deducting the cost of sales (excluding depletion) from the revenues. Please refer to the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
(e) G&A expenses decreased in the fourth quarter of 2024, mostly as a result of lower professional fees.
(f) Business development expenses increased in the fourth quarter of 2024, mostly as a result of increased activities and the addition of one vice president in 2024.
(g) In the fourth quarter of 2023, the Company recorded an impairment charge of $17.8 million on the Tintic stream.
(h) Other expenses, net of $22.9 million in the fourth quarter of 2024 include finance costs of $1.5 million, a share of loss of associates of $9.5 million, a loss on dilution of investments in an associate of $9.3 million, a loss on foreign exchange of $1.8 million and other non-cash net losses of $2.0 million, partially offset by interest income of $1.1 million.
Other expenses, net of $59.0 million in the fourth quarter of 2023 include finance costs of $4.8 million, an impairment charge of $48.8 million on its investment in associates (related to Osisko Development), a net loss on investments of $10.5 million (which includes a net loss on disposal of an associate of $5.4 million and a change in fair value of investments of $5.1 million) and a share of loss of associates of $0.3 million, partially offset by a foreign exchange of $3.8 million and interest income of $1.1 million.
(i) The effective income tax rate related to the continuing operations in the fourth quarter of 2024 was 55.5% compared to (5.5%) in the fourth quarter of 2023. The statutory rate was 26.5% in 2024 and 2023. The elements that impacted the effective income tax rates are other income not taxable, impairment charges not deductible, other expenses not deductible and revenues taxable at lower rates. Cash taxes of $1.3 million were paid in the fourth quarter of 2024 compared to $0.4 million in the fourth quarter of 2023, and were related to taxes on royalties earned in foreign jurisdictions.
Segment Disclosure
The President and Chief Executive Officer (chief operating decision-maker) organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests. All of the Company's assets, liabilities, revenues, expenses and cash flows are attributable to this single operating segment. The following tables present segmented information for this single segment.
Geographic revenues
Geographic revenues, including revenues derived from the sale of metals and diamonds received or acquired from in-kind royalties, streams and other interests, are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the years ended December 31, 2024 and 2023, royalty, stream and other interest revenues were earned from the following jurisdictions (in thousands of dollars):
| North America (i) |
South America |
Australia |
Africa |
Europe |
Total |
|||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| 2024 | ||||||||||||||||||
| Royalties | 126,101 | 1,338 | 240 | 2,696 | - | 130,375 | ||||||||||||
| Streams | 8,204 | 22,371 | 19,808 | - | 10,399 | 60,782 | ||||||||||||
| 134,305 | 23,709 | 20,048 | 2.696 | 10,399 | 191,157 | |||||||||||||
| 2023 | ||||||||||||||||||
| Royalties | 117,447 | 1,058 | 114 | 210 | - | 118,829 | ||||||||||||
| Streams | 25,614 | 23,149 | 7,620 | - | 8,016 | 64,399 | ||||||||||||
| 143,061 | 24,207 | 7,734 | 210 | 8,016 | 183,228 |
(i) 91% of North America's revenues are generated from Canada in 2024 (91% in 2023).
In 2024, two royalty/stream interests generated revenues of $100.6 million (three royalty/stream interests generated revenues of $108.4 million in 2023), which represented 53% of revenues (59% of revenues in 2023), including one royalty interest that generated revenues of $78.3 million ($66.7 million in 2023). In 2024, revenues generated from precious metals represented 94% of total revenues. In 2023, revenues generated from precious metals and diamonds represented 90% and 10% of revenues, respectively.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Geographic net assets
The following table summarizes the royalty, stream and other interests by jurisdiction, as at December 31, 2024 and 2023, which is based on the location of the properties related to the royalty, stream or other interests (in thousands of dollars):
| North America (i) |
South America |
Australia |
Africa |
Asia |
Europe |
Total |
|||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||
| Royalties | 392,520 | 127,008 | 57,646 | 49,906 | - | 10,333 | 637,413 | ||||||||||||||||||||
| Streams | 146,408 | 127,974 | 136,386 | - | 22,300 | 32,603 | 465,671 | ||||||||||||||||||||
| Offtakes | - | - | 7,067 | - | 3,704 | - | 10,771 | ||||||||||||||||||||
| 538,928 | 254,982 | 201,099 | 49,906 | 26,004 | 42,936 | 1,113,855 | |||||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||
| Royalties | 483,050 | 138,259 | 8,511 | 54,295 | - | 11,241 | 695,356 | ||||||||||||||||||||
| Streams | 140,567 | 123,353 | 146,883 | - | 22,300 | 35,067 | 468,170 | ||||||||||||||||||||
| Offtakes | - | - | 7,068 | - | 3,704 | - | 10,772 | ||||||||||||||||||||
| 623,617 | 261,612 | 162,462 | 54,295 | 26,004 | 46,308 | 1,174,298 | |||||||||||||||||||||
(i) 78% of North America's net interests are located in Canada as at December 31, 2024 (80% as at December 31, 2023).
Related Party Transactions
During the year 2024, the Company advanced additional funds to an associate. Following signature of a term sheet with the associate (subject to closing conditions), the carrying value of the loan ($12.2 million) was reclassified from short-term investments to other investments on the consolidated balance sheets, as the repayment terms are not expected to be within the next 12 months. As at December 31, 2023, short-term investments comprised of a $6.2 million note receivable from the associate bearing an interest rate of 18.5%. The note receivable is secured by the assets of the associate.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Contractual Obligations and Commitments
Investments in royalty and stream interests
As at December 31, 2024, significant commitments related to the acquisition of royalties and streams are detailed in the following table. The Company intends to meet these commitments by using its cash balance, from its expected operating cash flows to be generated from its operations and/or by drawdowns on its revolving credit facility.
|
Company |
Project (asset) |
Installments |
Triggering events |
|
|
|
|
|
|
Gold Resource Corporation |
Back Forty project (gold stream) |
$5.0 million |
Receipt of all material permits for the construction and operation of the project. |
|
|
|
$25.0 million |
Pro rata to drawdowns with construction finance facility. |
|
|
|
|
|
|
SolGold plc |
Cascabel project (gold stream) |
$10.0 million |
Achievement of operational milestones, including execution of the amended investment protection agreement, completion of geotechnical drilling and finalization of the tailings storage facility design sufficient for a minimum of 10 years of operation. |
|
|
|
$10.0 million |
Achievement of operational milestones, including submission of all final permit applications for the construction and operation of the project. |
|
|
|
$195.0 million |
Pro rata to drawdowns with construction finance facility. |
|
|
|
|
|
|
Falco Resources Ltd. |
Horne 5 project (silver stream) |
C$45.0 million |
Receipt of all necessary material third-party approvals, licenses, rights of way, surface rights on the property and all material construction permits, positive construction decision, and raising a minimum of C$135.0 million in non-debt financing and demonstrating that the financial assurance required to allow Falco to proceed with the commencement of mining activities can be satisfied, as applicable. |
|
|
|
C$60.0 million |
Upon total projected capital expenditure having been demonstrated to be financed. |
|
|
|
C$40.0 million (optional) |
Payable with fourth installment, at sole election of Osisko, to increase the silver stream to 100% of payable silver (from 90%). |
|
|
|
|
|
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Stream and offtake purchase agreements
The following table summarizes the significant commitments related to producing assets and assets in advance stage of development to pay for metals and other commodities to which Osisko has the contractual right pursuant to the associated purchase agreements:
| Attributable payable production to be purchased |
Per ounce/tonnes/carat cash payment |
Term of agreement |
Date of contract | |||
| Interest | Silver | Other | Silver | Other | ||
| CSA streams (1) | 100% | 3.0 - 4.875% (Copper) |
4% | 4% | Life of mine | June 2023 |
| Gibraltar stream (2) | 100% | nil | Life of mine | March 2018 Amended Dec. 2024 |
||
| Mantos Blancos stream (3) | 100% | 8% spot | Life of mine | September 2015 Amended Aug. 2019 |
||
| Renard stream (4) | 9.6% (Diamonds) |
Lesser of 40% of sales price or $40 | 40 years | July 2014 Amended Oct. 2018 |
||
| Sasa stream (5) | 100% | $6.545 | 40 years | November 2015 | ||
(1) Osisko Bermuda will receive refined silver equal to 100% of the payable silver produced from the CSA mine for the life of the mine, and will be entitled to receive refined copper equal to 3.0% of payable copper produced from the CSA mine until the 5th anniversary of the agreements, then 4.875% of payable copper produced from the CSA mine until 33,000 metric tonnes have been delivered in aggregate, and thereafter 2.25% of payable copper produced from the CSA mine for the remaining life of the mine. On the 5th anniversary of the Closing Date, MAC Copper will have the option to exercise certain buy-down rights by paying a one-time cash payment to Osisko Bermuda of $20.0 million to $40.0 million. If the option is exercised, Osisko Bermuda will still be entitled to receive refined copper equal to 3.25% - 4.0625% of payable copper produced from the CSA mine until 23,900 to 28,450 metric tonnes have been delivered in aggregate, and thereafter 1.5% - 1.875% of payable copper produced from the CSA mine for the remaining life of the mine. As of December 31, 2024, a total of 0.8 million ounces of silver and 748 tonnes of copper have been delivered to Osisko Bermuda under the stream agreements.
(2) Osisko will receive from Taseko an amount of silver production equal to 100% of Gibraltar mine's production, until reaching the delivery to Osisko of 6.8 million ounces of silver, and 35% of production thereafter. As of December 31, 2024, a total of 1.5 million ounces of silver have been delivered under the stream agreement.
(3) The stream percentage shall be payable on 100% of silver until 19,300,000 ounces have been delivered, after which the stream percentage will be 40%. As of December 31, 2024, a total of 6.4 million ounces of silver have been delivered to Osisko Bermuda under the stream agreement.
(4) On October 27, 2023, Stornoway announced it was temporarily suspending operations and placing itself under the protection of the Companies' Creditors Arrangement Act.
(5) Price subject to the lesser of 3% or inflation over the previous calendar year measured by the consumer price index (CPI) per ounce price escalation after 2016.
Off-Balance Sheet Items
There are no significant off-balance sheet arrangements, other than the contractual obligations and commitments mentioned above.
Outstanding Share Data
As of February 19, 2025, 186,750,100 common shares and 2,442,876 share options were issued and outstanding.
Subsequent Event to December 31, 2024
Dividend
On February 19, 2025, the Board of Directors declared a quarterly dividend of C$0.065 per common share payable on April 15, 2025 to shareholders of record as of the close of business on March 31, 2025.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Risks and Uncertainties
The Company is a royalty, stream, and offtake interests holder and investor that operates in an industry that is subject to a number of risk factors that include environmental, legal and political risks, the discovery of economically recoverable resources and the conversion of these mineral resources to mineral reserves and the ability of third-party partners to maintain an economic production. An investment in the Company's securities is subject to a number of risks and uncertainties. An investor should carefully consider the risks described in Osisko's most recent Annual Information Form, the additional risks listed below and the other information filed with the Canadian securities regulators and the U.S Securities and Exchange Commission ("SEC"). If any of such described risks occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed and investors may lose a significant proportion of their investment.
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 portfolio of royalties, streams and other interests and investments might be significantly affected by changes in the market price of the commodities underlying its agreements. 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 could 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 other 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. Furthermore, in connection with increasing geopolitical tensions related to the ongoing conflict in Eastern Europe and in the Middle East, and, as applicable, economic sanctions imposed in relation thereto, as well as a trade war and new tariffs barriers, further volatility in commodity and input prices has been encountered. Further escalation of geopolitical tensions could have a broader impact that expands into commodities and markets where Osisko carries on business activities, which could adversely affect its business and/or supply chain, the economic conditions under which Osisko operates, and its counterparties.
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. A trade war or new tariffs barriers may potentially lead to increased or decreased in royalties or stream revenues due to higher or lower metal prices, but the overall effect would depend on changes in demand, production strategies, and operational costs. 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.
There are important risks which management believes could impact the Company's business. For information on risks and uncertainties, please also refer to the Risk Factors section of Osisko's most recent Annual Information Form filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Disclosure Controls and Procedures and Internal Control over Financial Reporting
Disclosure Controls and Procedures
The Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") of the Company are responsible for establishing and maintaining the Company's disclosure controls and procedures ("DCP") including adherence to the Disclosure Policy adopted by the Company. The Disclosure Policy requires all staff to keep senior management fully apprised of all material information affecting the Company so that they may evaluate and discuss this information and determine the appropriateness and timing for public disclosure.
The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.
As required by applicable Canadian securities laws and Rule 13a-15(b) under the Exchange Act, the Company conducted an evaluation, under the supervision and with the participation of the management, including the CEO and CFO, of the effectiveness of the design and operation of the Company's DCP as of December 31, 2024. Based on this evaluation, the CEO and CFO concluded that the design and operation of the Company's DCP were effective as of December 31, 2024.
In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgement in evaluating the cost-benefit relationship of possible controls and procedures.
The CEO and CFO have evaluated whether there were changes to the DCP during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.
Internal Control over Financial Reporting
The Company's management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS Accounting Standards, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.
The CEO and CFO have also evaluated the effectiveness of the Company's ICFR as required by National Instrument 52-109 issued by the Canadian Securities Administrators and rules 13a-15 and 15d-15 under the Exchange Act based on the framework and criteria established in Internal Control - Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this evaluation, the CEO and CFO concluded that the Company's ICFR was effective as of December 31, 2024.
The Company's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions or deterioration in the degree of compliance with the Company's policies and procedures.
The CEO and CFO have evaluated whether there were changes to the ICFR during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.
The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, have audited the Company's consolidated financial statements for the year ended December 31, 2024 and have issued an audit report dated February 19, 2025 on the Company's ICFR based on the framework and criteria established in Internal Control - Integrated Framework (2013) as issued by COSO of the Treadway Commission.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Basis of Presentation of Consolidated Financial Statements
The consolidated financial statements for the year ended December 31, 2024 have been prepared in accordance with the IFRS Accounting Standards as issued by the IASB. The material accounting policies of Osisko are detailed in the notes to the audited consolidated financial statements for the years ended December 31, 2024 and 2023, filed on SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com. The accounting policies, methods of computation and presentation applied in the consolidated financial statements are consistent with those of the previous financial year, except for the change in presentation currency and the adoption of the amendments to IAS 1 and IAS 8, which are described below.
Change in presentation currency
During the year ended December 31, 2024, the Company elected to change its presentation currency from Canadian dollars to U.S. dollars. The change in presentation currency is to improve investors and other stakeholders' ability to compare the Company's financial results with other precious metals royalty and streaming companies, who mostly report their results in U.S. dollars.
In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company's presentation currency and, accordingly, prior year comparative figures have been restated (including in the notes to the consolidated financial statements).
In accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, the methodology followed in restating historical financial information from Canadian dollars to U.S. dollars was as follows:
The exchange rates used to reflect the change in presentation currency in the accompanying consolidated financial statements were as follows:
| 2024 | 2023 | 2022 | ||||||||
| Average rate (C$/US$) | 0.7302 | 0.7410 | n/a | |||||||
| Closing exchange rate (C$/US$) | 0.6950 | 0.7561 | 0.7383 |
New material accounting standards and amendments
Amendments - IAS 1 Presentation of Financial Statements (Non-current Liabilities with Covenants)
Amendments made to IAS 1 in 2020 and 2022 clarified that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is affected by the entity's expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either before or at the reporting date, this will affect the classification as current or non-current even if the covenant is only tested for compliance after the reporting date.
The amendments require disclosures if an entity classifies a liability as non-current and that liability is subject to covenants that the entity must comply with within 12 months of the reporting date. The disclosures include:
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
The amendments also clarify what IAS 1 means when it refers to the "settlement" of a liability. Terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the entity's own equity instrument can only be ignored for the purpose of classifying the liability as current or non-current if the entity classifies the option as an equity instrument. However, conversion options that are classified as a liability must be considered when determining the current/non-current classification of a convertible note.
The amendments must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and are effective for annual reporting periods beginning on or after January 1, 2024. These amendments did not have a material impact on the Company's consolidated financial statements for the year ended December 31, 2024.
Accounting standards issued but not yet effective
The Company has not yet adopted certain standards, interpretations to existing standards and amendments which have been issued but have an effective date of later than December 31, 2024. These standards, interpretations to existing standards and amendments, other than IFRS 18 Presentation and Disclosure in Financial Statements and the amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which are presented below, are not expected to have any significant impact on the Company or are not considered material and are therefore not discussed herein.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. IFRS 18 was issued in response to investors' concerns about the comparability and transparency of entities' performance reporting. The new requirements introduced in IFRS 18 will help to achieve comparability of the financial performance of similar entities, especially related to how 'operating profit or loss' is defined. The new disclosures required for some management-defined performance measures will also enhance transparency. The key new concepts introduced in IFRS 18 relate to:
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'.
IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Management has not yet evaluated the impact that this new standard will have on its consolidated financial statements.
Amendments - IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7, which respond to recent questions arising in practice. The amendments were issued to:
The new requirements will apply from January 1, 2026, with early application permitted. Management has not yet evaluated the impact that this new standard will have on its consolidated financial statements.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Critical Accounting Estimates and Significant Judgements
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.
Critical accounting estimates and assumptions as well as significant judgements in applying the Company's accounting policies are detailed in the notes to the audited consolidated financial statements for the years ended December 31, 2024 and 2023, filed on SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com.
Financial Instruments
All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-Scholes option pricing model or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the notes to the audited consolidated financial statements for the years ended December 31, 2024 and 2023, filed on SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov and on Osisko's website at www.osiskogr.com.
Technical Information
The scientific and technical information contained in this MD&A has been reviewed and approved by Mr. Guy Desharnais, Ph.D., P.Geo, Vice President, Project Evaluation at Osisko, who is a "Qualified Person" ("QP") as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
Non-IFRS Financial Performance Measures
Cash margin (in dollars and in percentage of revenues)
Cash margin in dollars and in percentage of revenues are non-IFRS financial measures. Cash margin (in dollars) is defined by Osisko as revenues less cost of sales (excluding depletion). Cash margin (in percentage of revenues) is obtained from the cash margin (in dollars) divided by revenues.
Management uses cash margin in dollars and in percentage of revenues to evaluate Osisko's ability to generate positive cash flow from its royalty, stream and other interests. Management and certain investors also use this information, together with measures determined in accordance with IFRS Accounting Standards such as gross margin and operating cash flows, to evaluate Osisko's performance relative to peers in the mining industry who present these measures on a similar basis. Cash margin in dollars and in percentage of revenues are only intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
A reconciliation of the cash margin per type of interests (in dollars and in percentage of revenues) is presented under the Overview of Financial Results section of this MD&A.
Adjusted earnings and adjusted earnings per basic share
Adjusted earnings and adjusted earnings per basic share are non-IFRS financial measures and are defined by Osisko by excluding the following items from net earnings (loss) and earnings (loss) per share: foreign exchange gains (losses), impairment charges and reversal related to royalty, stream and other interests, changes in allowance for expected credit losses, write-offs and impairment of investments, gains (losses) on disposal of assets, gains (losses) on investments, share of income (loss) of associates, transaction costs and other items such as non-cash gains (losses), as well as the impact of income taxes on these items. Adjusted earnings per basic share is obtained from the adjusted earnings divided by the weighted average number of common shares outstanding for the period.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Management uses adjusted earnings and adjusted earnings per basic share to evaluate the underlying operating performance of Osisko as a whole for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its consolidated financial statements. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as net earnings (loss) and net earnings (loss) per basic share, investors and analysts use adjusted earnings and adjusted earnings per basic share to evaluate the results of the underlying business of Osisko, particularly since the excluded items are typically not included in Osisko's annual guidance. While the adjustments to net earnings (loss) and net earnings (loss) per basic share in these measures include items that are both recurring and non-recurring, management believes that adjusted earnings and adjusted net earnings per basic share are useful measures of Osisko's performance because they adjust for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of the core operating results from period to period, are not always reflective of the underlying operating performance of the business and/or are not necessarily indicative of future operating results. Adjusted net earnings and adjusted net earnings per basic share are intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
A reconciliation of net earnings (loss) to adjusted net earnings is presented below:
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| (in thousands of dollars, except per share amounts) |
$ | $ | $ | $ | ||||||||
| Net earnings (loss) | 7,105 | (51,234 | ) | 16,267 | (37,426 | ) | ||||||
| Adjustments: | ||||||||||||
| Impairment of royalty and stream interests | - | 17,768 | 49,558 | 35,711 | ||||||||
| Foreign exchange loss (gain) | 1,771 | (3,777 | ) | 4,424 | (1,134 | ) | ||||||
| Share of loss (income) of associates | 9,491 | 252 | 30,025 | (5,937 | ) | |||||||
| Changes in allowance for expected credit losses and write-offs | - | 48,968 | (1,399 | ) | 76,799 | |||||||
| Loss on investments | 8,960 | 10,316 | 8,957 | 13,868 | ||||||||
| Other non-cash losses (gains), net | 2,362 | (466 | ) | 2,362 | (466 | ) | ||||||
| Tax impact of adjustments | 164 | (255 | ) | (12,920 | ) | (7,336 | ) | |||||
| Adjusted earnings | 29,853 | 21,572 | 97,274 | 74,079 | ||||||||
| Weighted average number of common shares outstanding (000's) | 186,747 | 185,353 | 186,290 | 185,036 | ||||||||
| Adjusted earnings per basic share | 0.16 | 0.12 | 0.52 | 0.40 | ||||||||
During the fourth quarter of 2023, the following changes were made to the composition of adjusted earnings:
(i) total gains and losses on investments on the statement of income (loss) are now excluded from net earnings (loss); prior to this change, only the unrealized gains and losses on investments were excluded from net earnings (loss);
(ii) total foreign exchange gains and losses on the statement of income (loss) are now excluded from net earnings (loss); prior to this change, only the foreign exchange gains and losses adjustments from operating activities on the statement of cash flows were excluded from net earnings (loss); Certain statements contained in this MD&A 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.
(iii) the tax impact of all adjustments in the calculation of adjusted earnings is now considered; prior to this change, the total deferred income taxes on the statement of earnings (loss) was excluded from net earnings (loss).
These changes in the manner in which Osisko calculates adjusted earnings were made to align more closely the calculations with its peers and facilitate the comparison with these companies. These changes also affected adjusted earnings per basic share because they are calculated from adjusted earnings. Quarterly comparative figures have been restated to reflect the current composition of adjusted earnings and adjusted net earnings per basic share.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
Forward-Looking Statements
Forward-looking statements are statements other than statements of historical fact, that address, without limitation, future events, the ability to complete any announced transaction, production estimates of Osisko's assets (including increase of production), the 2025 guidance on GEOs and cash margin and the 5-year outlook on GEOs included under "Guidance for 2025 and 5-Year Outlook" and other guidance based on disclosure from operators, Osisko's ability to influence its partners' sustainability practices, maintaining or improving ESG ratings and rankings, that corporate policies will be complied with at all time, sustained commitment of Osisko in the implementation of its climate strategy, continued improvement toward carbon neutrality, continued increase of community investments, timely developments of mining properties over which Osisko has royalties, streams, offtakes and investments, management's expectations regarding Osisko's growth, results of operations, estimated future revenues, production costs, carrying value of assets, ability to continue to pay dividend, 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. In addition, statements and estimates (including data in tables) relating to mineral reserves and resources and statements and guidance as to gold equivalent ounces are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, including the assumptions set out under "Guidance for 2025 and 5-Year Outlook", and no assurance can be given that the estimates or related guidance will be realized. Forward-looking statements 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 by statements that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, most of which are beyond the control of Osisko, and actual results may accordingly differ materially from those in forward-looking statements. Such risk factors 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 to 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 other external factors: (a) fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by Osisko, (b) a trade war or new tariff barriers, (c) fluctuations in the value of the Canadian dollar relative to the U.S. dollar, (d) 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, (e) continued availability of capital and financing to Osisko or the operators of properties, and general economic, market or business conditions, and (f) responses of relevant governments to infectious diseases outbreaks and the effectiveness of such response and the potential impact of such outbreaks on Osisko's business, operations and financial condition; (g) impact related to climate changes or technologies which may affect the implementation of Osisko's climate strategy and achievement of carbon neutrality, that criteria will continue to be met to achieve improved ESG ratings, that actual facts may significantly differs from hypothesis used in any assessment scenario analysis (iii) with respect to internal factors: (a) business opportunities that may or not become available to, or are pursued by Osisko, (b) the integration of acquired assets (c) the determination of Osisko's Passive Foreign Investment Company ("PFIC") status (d) Osisko's ability to deliver on its climate strategy, that Osisko's efforts in maintaining carbon neutrality will be achieved and that any efforts toward reducing Osisko's carbon emission or to support decarbonization efforts of Osisko's partners will be successful, or (e) the availability of funds to finance community investments. The forward-looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the absence of significant change in the Company's ongoing income and assets relating to determination of its PFIC status; the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended, Osisko's continued commitment toward improving sustainability goals, the continued validity of science and reasonableness of hypothesis relating to climate change and assessment scenario analysis, the absence of material changes to the regulatory framework relating to climate and climate related disclosure, the compliance by directors and employees to the corporate policies, the availability of funds to continue to support community investments and, with respect to properties in which Osisko holds a royalty, stream or other interest, (i) 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), (ii) 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), (iii) no adverse development in respect of any significant property, (iv) that statements and estimates relating to mineral reserves and resources by owners and operators are accurate and (v) the implementation of an adequate plan for integration of acquired assets. All forward-looking statements contained in this Report are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
For additional information on risks, uncertainties and assumptions, please refer to the most recent Annual Information Form of Osisko filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov which also provides additional general assumptions in connection with these statements. Osisko cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Osisko believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be accurate as actual results and prospective events could materially differ from those anticipated such the forward-looking statements and such forward-looking statements included in this MD&A are not guarantee of future performance and should not be unduly relied upon. In this MD&A, Osisko relies on information publicly disclosed by other issuers and third-parties pertaining to its assets and, therefore, assumes no liability for such third-party public disclosure. These statements speak only as of the date of this MD&A. Osisko undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
|
2024 – Annual Report |
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 reserves according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 ("NI 43-101"). The definitions of NI 43-101 are adopted from those described by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"). In a number of cases Osisko has disclosed resource and reserve estimates covering properties related to the mining assets that are not based on CIM definitions, but instead have been prepared in reliance upon JORC and S-K 1300 (collectively, the "Acceptable Foreign Codes"). Estimates based on Acceptable Foreign Codes are recognized under NI 43-101 in certain circumstances. New mining disclosure rules under Subpart 1300 of Regulation S-K ("S-K 1300") became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. CIM definitions are not identical to those of the Acceptable Foreign Codes, the resource and reserve definitions and categories are substantively the same as the CIM definitions mandated in NI 43-101 and will typically result in reporting of substantially similar reserve and resource estimates. Nonetheless, readers are cautioned that there are differences between the terms and definitions of the CIM and the Acceptable Foreign Codes, and there is no assurance that mineral reserves or mineral resources would be identical had the owner or operator prepared the reserve or resource estimates under another code. As such, certain information contained in this MD&A 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 S-K 1300. 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.
| Osisko Gold Royalties Ltd | Management’s Discussion and Analysis |
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2024 – Annual Report |
Corporate Information
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Osisko Gold Royalties Ltd - Head Office |
Osisko Bermuda Limited |
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1100 av. des Canadiens-de-Montréal |
Cumberland House |
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Suite 300 |
1 Victoria Street |
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Montréal, Québec, Canada H3B 2S2 |
Hamilton HM11 |
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Tel.: (514) 940-0670 |
Bermuda |
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Fax: (514) 940-0669 |
Tel.: (441) 824-7474 |
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Email: info@osiskogr.com |
Fax: (441) 292-6140 |
| Web site: www.osiskogr.com |
Michael Spencer, Managing Director |
| Brendan Pidcock, Vice President, Technical Services | |
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Osisko Gold Royalties Ltd - Toronto Office |
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100 King Street West |
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Suite 5710 |
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Toronto, Ontario, Canada M5X 1K1 |
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Directors |
Officers |
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Norman MacDonald, Chair |
Jason Attew, President and Chief Executive Officer |
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Jason Attew, President and Chief Executive Officer |
Guy Desharnais, Vice President, Project Evaluation |
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Joanne Ferstman |
Iain Farmer, Vice President, Corporate Development |
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Edie Hofmeister |
André Le Bel, Vice President, Legal Affairs and |
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William Murray John |
Corporate Secretary |
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Pierre Labbé |
Grant Moenting, Vice President, Capital Markets |
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Wendy Louie |
Frédéric Ruel, Vice President, Finance and Chief |
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Candace MacGibbon |
Financial Officer |
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David Smith |
Heather Taylor, Vice President, Sustainability and Communications |
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Qualified Person (as defined by NI 43-101) |
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Guy Desharnais, Ph.D., P.Geo, Vice-President, Project Evaluation |
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Exchange listings - common shares
Toronto Stock Exchange: OR
New York Stock Exchange: OR
Dividend Reinvestment Plan
Information available at http://osiskogr.com/en/dividends/drip/
Transfer Agents
Canada: TSX Trust Company (Canada)
United States of America: American Stock Transfer & Trust Company, LLC
Auditors
PricewaterhouseCoopers LLP
FORM 52-109F1 CERTIFICATION OF ANNUAL FILINGS FULL
CERTIFICATE
I, Jason Attew, President and Chief Executive Officer of Osisko Gold Royalties Ltd, certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of Osisko Gold Royalties Ltd (the "issuer") for the financial year ended December 31, 2024.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide
reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: The issuer has disclosed in its annual MD&A:
(a) The fact that the issuer's other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:
(i) N/A
(ii) N/A
(iii) a business that the issuer acquired not more than 365 days before the issuer's financial year end;
(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1st, 2024 and ended on December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
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Date: February 19, 2025 |
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(s) Jason Attew |
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Jason Attew President and Chief Executive Officer |
FORM 52-109F1 CERTIFICATION OF ANNUAL FILINGS FULL
CERTIFICATE
I, Frédéric Ruel, Chief Financial Officer and Vice President, Finance of Osisko Gold Royalties Ltd, certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of Osisko Gold Royalties Ltd (the "issuer") for the financial year ended December 31, 2024.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide
reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: The issuer has disclosed in its annual MD&A:
(a) The fact that the issuer's other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:
(i) N/A
(ii) N/A
(iii) a business that the issuer acquired not more than 365 days before the issuer's financial year end;
(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1st, 2024 and ended on December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
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Date: February 19, 2025 |
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(s) Frédéric Ruel |
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Frédéric Ruel Chief Financial Officer and Vice President, Finance |

OSISKO DECLARES FIRST QUARTER 2025 DIVIDEND
(Montreal, February 19, 2025) - Osisko Gold Royalties Ltd (the "Company" or "Osisko") (OR: TSX & NYSE) is pleased to announce that the Board of Directors has approved a first quarter 2025 dividend of C$0.065 per common share. The dividend will be paid on April 15, 2025 to shareholders of record as of the close of business on March 31, 2025. This dividend is an "eligible dividend" as defined in the Income Tax Act (Canada).
For shareholders residing in the United States, the U.S. dollar equivalent will be determined based on the daily rate published by the Bank of Canada on March 31, 2025.
The Company also wishes to remind its shareholders that it has implemented a dividend reinvestment plan (the "Plan"). Shareholders who are residents of Canada and the United States may elect to participate in the Plan in connection with the dividend to be paid on April 15, 2025 to shareholders on record as of March 31, 2025. More details are available on Osisko's website at http://osiskogr.com/en/dividends/drip/
Non-registered beneficial shareholders who wish to participate in the Plan should contact their financial advisor, broker, investment dealer, bank or other financial institution that holds their common shares to inquire about the applicable enrolment deadline and to request enrolment in the Plan. For more information on how to enroll or any other inquiries, contact our transfer agent at 1-800-387-0825 (toll-free in Canada) or shareholderinquiries@tmx.com.
Participation in the Plan does not relieve shareholders of any liability for taxes that may be payable in respect of dividends that are reinvested in common shares under the Plan. Shareholders should consult their tax advisors concerning the tax implications of their participation in the Plan having regard to their particular circumstances.
This press release is not an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction.
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 185 royalties, streams and precious metal offtakes, including 20 producing assets. Osisko's portfolio is anchored by its cornerstone asset, a 3-5% net smelter return royalty on the Canadian Malartic Complex, home to one of Canada's largest gold mines.
Osisko's head office is located at 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2.
For further information, please contact Osisko Gold Royalties Ltd:
| Grant Moenting Vice President, Capital Markets Tel: (514) 940-0670 #116 Mobile: (365) 275-1954 Email: gmoenting@osiskogr.com |
Heather Taylor Vice President, Sustainability & Communications Tel: (514) 940-0670 #105 Email: htaylor@osiskogr.com |
Forward-looking statements
Certain statements contained in this press release 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. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. In this news release, these forward-looking statements may involve, but are not limited to, comments with respect to the directors and officers of the Company, information pertaining to the fact that all conditions for payment of the dividend will be met and that such dividend will continue to be an "eligible dividend" as defined in the Income Tax Act (Canada). Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including that the financial situation of the Company will remain favourable. The Company considers its assumptions to be reasonable based on information currently available, but cautions the reader that its assumptions regarding future events, many of which are beyond the control of the Company, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its business.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the section entitled "Risk Factors" in the most recent Annual Information Form of Osisko which is filed with the Canadian securities commissions and available electronically under Osisko's issuer profile on SEDAR+ at www.sedarplus.com and with the U.S. Securities and Exchange Commission and available electronically under Osisko's issuer profile on EDGAR at www.sec.gov. The forward-looking information set forth herein reflects Osisko's expectations as at the date of this press release and is subject to change after such date. Osisko disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

OSISKO REPORTS RECORD 2024 RESULTS AND PROVIDES
2025 GUIDANCE AND NEW 5-YEAR OUTLOOK
Record annual revenues of US$191.2 million
and record operating cash flows of US$159.9 million
Montréal, February 19, 2025 - Osisko Gold Royalties Ltd (the "Company" or "Osisko") (OR: TSX & NYSE) is pleased to announce its consolidated financial results for the year 2024. Amounts presented are in United States Dollars, except where otherwise noted.
2024 Financial Highlights
Other Highlights
Subsequent to December 31, 2024
Guidance for 2025 and 5-Year Outlook
2025 Guidance
Osisko expects GEOs earned to range between 80,000-88,000 in 2025 at an average cash margin2 of approximately 97%. For the 2025 guidance, deliveries of silver, copper, and cash royalties have been converted to GEOs using commodity prices based on consensus prices and a gold/silver price ratio of 83:1. The 2025 guidance assumes Capstone Copper Corp.'s Mantos Blancos mine will continue to operate at its Phase I nameplate throughput capacity of 20,000 tonnes per day, as well as the commencement of payments associated with GEOs earned from Cardinal Namdini Mining Limited's Namdini mine in the second half of 2025. In addition, the guidance assumes a full year of GEOs earned from the copper stream from MAC Copper's CSA mine, and the NSR royalty on G Mining's Tocantinzinho mine.
Osisko's 2025 guidance on royalty and stream interests is largely based on publicly available forecasts from its operating partners. When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the producers or uses management's best estimate.
5-Year Outlook
Osisko expects its portfolio to generate between 110,000-125,000 GEOs in 2029. The outlook assumes the commencement of production at Gold Fields Limited's Windfall project and South32 Limited's Hermosa/Taylor project, amongst others. It also assumes increased production from certain other operators that are advancing expansions, including Alamos Gold Inc.'s Phase 3+ Expansion at its Island Gold District. The 5-year outlook assumes there will be no GEO contribution from the Eagle Gold mine which is currently in receivership.
Beyond this growth profile, Osisko owns several other assets, which have not been factored into the 5-year outlook, as their development timelines are either longer, or difficult to reasonably forecast at this time. As these operators provide additional clarity on these respective assets, Osisko will seek to include them in future long-term outlooks.
This 5-year outlook is based on internal judgements of publicly available forecasts and other disclosures by the third-party owners and operators of the Company's assets and could differ materially from actual results. When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the operators or uses management's best estimate. The commodity price assumptions that were used in the 5-year outlook are based on current long-term consensus and a gold/silver price ratio of 80:1.
This 5-year outlook replaces the 5-year outlook previously released in 2024, which should be considered withdrawn. Investors should not use this 5-year outlook to extrapolate forecast results to any year within the 5-year period (2025-2029).
Management Commentary
Jason Attew, President & CEO of Osisko commented: "2024 was a solid year for Osisko, marked by new annual records achieved with respect to revenues and cash flows, in addition to the closing of several key transactions which will positively contribute to Osisko's current and future cash flows. The Company is well-positioned to pursue additional accretive growth opportunities with a materially improved balance sheet after $85 million in repayments against its revolving credit facility in 2024.
After working through a comprehensive portfolio review of Osisko's royalty and stream assets, with a focus on the Company's near-to-medium term growth profile and its associated timelines, our new 2025 guidance and updated five-year outlook together provide what management believes to be achievable ranges, based on current information and expectations. Regarding the 2025 GEO delivery guidance, it is worth noting that the expected year-over-year increase in GEO deliveries considers consensus commodity price assumptions and ratios, and more specifically the gold-to-copper ratio, which has recently expanded in gold's favour. This is important as copper is set to become a more meaningful component of our overall GEO delivery mix for 2025 and beyond. The 2025 guidance also factors in the timing and cadence of expected payments from assets transitioning from development to production, where some ramp-ups are going slower than previously anticipated. As a result, Osisko's 2025 GEO delivery profile is expected to be modestly weighted towards the second half of the year.
Finally, and most importantly, Osisko's expected growth trajectory over the next five years through 2029 remains intact and robust at over 30%, as anticipated mine expansions, and the construction of new key projects, are all expected to be completed by our operating partners between now and then."
Q4 AND YEAR-END 2024 RESULTS CONFERENCE CALL AND WEBCAST DETAILS
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Conference Call: |
Thursday, February 20th, 2025 at 10:00 am ET |
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Dial-in Numbers: (Option 1) |
North American Toll-Free: 1 (800) 717-1738 Local - Montreal: 1 (514) 400-3792 Local - Toronto: 1 (289) 514-5100 Local - New York: 1 (646) 307-1865 Conference ID: 82566 |
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Webcast link: (Option 2) |
https://viavid.webcasts.com/starthere.jsp?ei=1703726&tp_key=e17fd450c0 |
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Replay (available until Thursday, March 20th, 2025 at 11:59 PM ET): |
North American Toll-Free: 1 (888) 660-6264 Local - Toronto: 1 (289) 819-1325 Local - New York: 1 (646) 517-3975 Playback Passcode: 82566# |
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Replay is also available on our website at www.osiskogr.com |
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 ("NI 43-101").
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 185 royalties, streams and precious metal offtakes, including 20 producing assets. Osisko's portfolio is anchored by its cornerstone asset, a 3-5% net smelter return royalty on the Canadian Malartic Complex, one of Canada's largest gold operations.
Osisko's head office is located at 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montreal, Québec, H3B 2S2.
For further information, please contact Osisko Gold Royalties Ltd:
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Grant Moenting Vice President, Capital Markets Tel : (514) 940-0670 x116 Mobile : (365) 275-1954 Email: gmoenting@osiskogr.com |
Heather Taylor Vice President, Sustainability and Communications Tel: (514) 940-0670 x105 Email: htaylor@osiskogr.com |
Notes:
(1) Gold Equivalent Ounces
GEOs are calculated on a quarterly basis and include royalties and streams. Silver ounces and copper tonnes earned from royalty and stream agreements are converted to gold equivalent ounces by multiplying the silver ounces or copper tonnes by the average silver price per ounce or copper price per tonne for the period and dividing by the average gold price per ounce 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 per ounce for the period.
Average Metal Prices and Exchange Rate
| Three months ended December 31, | Years ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||
| Realized | Average | Realized | Average | Realized | Average | Realized | Average | |||||||||||||||||
| Gold(i) | $ | 2,656 | $ | 2,663 | $ | 1,981 | $ | 1,971 | $ | 2,361 | $ | 2,386 | $ | 1,943 | $ | 1,941 | ||||||||
| Silver(ii) | $ | 30.66 | $ | 31.38 | $ | 23.74 | $ | 23.20 | $ | 28.28 | $ | 28.27 | $ | 23.27 | $ | 23.35 | ||||||||
| Copper(iii) | $ | 8,880 | $ | 9,193 | n/a | $ | 8,159 | $ | 8,920 | $ | 9,147 | n/a | $ | 8,478 | ||||||||||
| Exchange Rate (C$/US$)(iv) | n/a | 1.3982 | n/a | 1.3624 | n/a | 1.3698 | n/a | 1.3497 | ||||||||||||||||
(i) The average price represents the London Bullion Market Association's PM price in U.S. dollars per ounce.
(ii) The average price represents the London Bullion Market Association's price in U.S. dollars per ounce.
(iii) The average price represents the London Metal Exchange's price in U.S. dollars per tonne.
(iv) Bank of Canada daily rate.
(2) Non-IFRS Measures
Cash margin (in dollars and in percentage of revenues)
Cash margin in dollars and in percentage of revenues are non-IFRS financial measures. Cash margin (in dollars) is defined by Osisko as revenues less cost of sales (excluding depletion). Cash margin (in percentage of revenues) is obtained from the cash margin (in dollars) divided by revenues.
Management uses cash margin in dollars and in percentage of revenues to evaluate Osisko's ability to generate positive cash flow from its royalty, stream and other interests. Management and certain investors also use this information, together with measures determined in accordance with IFRS Accounting Standards such as gross margin and operating cash flows, to evaluate Osisko's performance relative to peers in the mining industry who present these measures on a similar basis. Cash margin in dollars and in percentage of revenues are only intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
A reconciliation of the cash margin per type of interests (in thousands of dollars and in percentage of revenues) is presented below:
| Three months ended December 31, |
Years ended December 31, |
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| 2024 | 2023 | 2024 | 2023 | ||||||||||
| $ | $ | $ | $ | ||||||||||
| Royalty interests | |||||||||||||
| Revenues | 35,349 | 32,681 | 130,375 | 118,829 | |||||||||
| Less: cost of sales (excluding depletion) | (180 | ) | 17 | (413 | ) | (379 | ) | ||||||
| Cash margin (in dollars) | 35,169 | 32,698 | 129,962 | 118,450 | |||||||||
| Depletion | (2,160 | ) | (4,101 | ) | (12,208 | ) | (17,796 | ) | |||||
| Gross profit | 33,009 | 28,597 | 117,754 | 100,654 | |||||||||
| Stream interests | |||||||||||||
| Revenues | 21,393 | 15,154 | 60,782 | 64,399 | |||||||||
| Less: cost of sales (excluding depletion) | (2,001 | ) | (2,959 | ) | (6,325 | ) | (11,956 | ) | |||||
| Cash margin (in dollars) | 19,392 | 12,195 | 54,457 | 52,443 | |||||||||
| Depletion | (7,315 | ) | (5,469 | ) | (20,399 | ) | (24,005 | ) | |||||
| Gross profit | 12,077 | 6,726 | 34,058 | 28,438 | |||||||||
| Royalty and stream interests Total cash margin (in dollars) |
54,561 | 44,893 | 184,419 | 170,893 | |||||||||
| Divided by: total revenues | 56,742 | 47,835 | 191,157 | 183,228 | |||||||||
| Cash margin (in percentage of revenues) | 96.2% | 93.8% | 96.5% | 93.3% | |||||||||
| Total - Gross profit | 45,086 | 35,323 | 151,812 | 129,092 | |||||||||
Adjusted earnings and adjusted earnings per basic share
Adjusted earnings and adjusted earnings per basic share are non-IFRS financial measures and are defined by Osisko by excluding the following items from net earnings (loss) and earnings (loss) per share: foreign exchange gains (losses), impairment charges and reversal related to royalty, stream and other interests, changes in allowance for expected credit losses, write-offs and impairment of investments, gains (losses) on disposal of assets, gains (losses) on investments, share of income (loss) of associates, transaction costs and other items such as non-cash gains (losses), as well as the impact of income taxes on these items. Adjusted earnings per basic share is obtained from the adjusted earnings divided by the weighted average number of common shares outstanding for the period.
Management uses adjusted earnings and adjusted earnings per basic share to evaluate the underlying operating performance of Osisko as a whole for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its consolidated financial statements. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as net earnings (loss) and net earnings (loss) per basic share, investors and analysts use adjusted earnings and adjusted earnings per basic share to evaluate the results of the underlying business of Osisko, particularly since the excluded items are typically not included in Osisko's annual guidance. While the adjustments to net earnings (loss) and net earnings (loss) per basic share in these measures include items that are both recurring and non-recurring, management believes that adjusted earnings and adjusted net earnings per basic share are useful measures of Osisko's performance because they adjust for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of the core operating results from period to period, are not always reflective of the underlying operating performance of the business and/or are not necessarily indicative of future operating results. Adjusted net earnings and adjusted net earnings per basic share are intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
A reconciliation of net earnings (loss) to adjusted net earnings is presented below:
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| (in thousands of dollars, except per share amounts) |
$ | $ | $ | $ | ||||||||
| Net earnings (loss) | 7,105 | (51,234 | ) | 16,267 | (37,426 | ) | ||||||
| Adjustments: | ||||||||||||
| Impairment of royalty and stream interests | - | 17,768 | 49,558 | 35,711 | ||||||||
| Foreign exchange loss (gain) | 1,771 | (3,777 | ) | 4,424 | (1,134 | ) | ||||||
| Share of loss (income) of associates | 9,491 | 252 | 30,025 | (5,937 | ) | |||||||
| Changes in allowance for expected credit losses and write-offs | - | 48,968 | (1,399 | ) | 76,799 | |||||||
| Loss on investments | 8,960 | 10,316 | 8,957 | 13,868 | ||||||||
| Other non-cash losses (gains), net | 2,362 | (466 | ) | 2,362 | (466 | ) | ||||||
| Tax impact of adjustments | 164 | (255 | ) | (12,920 | ) | (7,336 | ) | |||||
| Adjusted earnings | 29,853 | 21,572 | 97,274 | 74,079 | ||||||||
| Weighted average number of common shares outstanding (000's) | 186,747 | 185,353 | 186,290 | 185,036 | ||||||||
| Adjusted earnings per basic share | 0.16 | 0.12 | 0.52 | 0.40 | ||||||||
During the fourth quarter of 2023, the following changes were made to the composition of adjusted earnings:
(i) total gains and losses on investments on the statement of income (loss) are now excluded from net earnings (loss); prior to this change, only the unrealized gains and losses on investments were excluded from net earnings (loss);
(ii) total foreign exchange gains and losses on the statement of income (loss) are now excluded from net earnings (loss); prior to this change, only the foreign exchange gains and losses adjustments from operation activities on the statement of cash flows were excluded from net earnings (loss); For additional information on risks, uncertainties and assumptions, please refer to the most recent Annual Information Form of Osisko filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov which also provides additional general assumptions in connection with these statements.
(iii) the tax impact of all adjustments in the calculation of adjusted earnings is now considered; prior to this change, the total deferred income taxes on the statement of earnings (loss) was excluded from net earnings (loss).
These changes in the manner in which Osisko calculates adjusted earnings were made to align more closely the calculations with its peers and facilitate the comparison with these companies. These changes also affected adjusted earnings per basic share because they are calculated from adjusted earnings. Quarterly comparative figures have been restated to reflect the current composition of adjusted earnings and adjusted net earnings per basic share.
Forward-looking Statements
Certain statements contained in this press release 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. All statements in this press release, forward-looking statements are statements other than statements of historical fact, that address, without limitation, future events, production estimates of Osisko's assets (including increase of production), the 2025 guidance and the 5-year outlook, timely developments of mining properties over which Osisko has royalties, streams, offtakes and investments, management's expectations regarding Osisko's growth, results of operations, estimated future revenues, production costs, carrying value of assets, ability to continue to pay dividend, 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. 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. 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. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, most of which are beyond the control of Osisko, and actual results may accordingly differ materially from those in forward-looking statements. Such risk factors 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; with respect to external factors: (a) fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by Osisko, (b) a trade war or new tariff barriers, (c) fluctuations in the value of the Canadian dollar relative to the U.S. dollar, (d) 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, (e) continued availability of capital and financing and general economic, market or business conditions, and (f) responses of relevant governments to the infectious diseases outbreaks and the effectiveness of such response and the potential impact of infectious diseases outbreaks on Osisko's business, operations and financial condition; 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 press release are based upon assumptions management believes to be reasonable, including, without limitation: the absence of significant change in the Corporation's ongoing income and assets relating to determination of its Passive Foreign Investment Company ("PFIC") status; 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, (i) 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), (ii) 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), (iii) no adverse development in respect of any significant property, (iv) that statements and estimates relating to mineral reserves and resources by owners and operators are accurate and (v) the implementation of an adequate plan for integration of acquired assets.
Osisko cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Osisko believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be accurate as actual results and prospective events could materially differ from those anticipated such the forward-looking statements and such forward-looking statements included in this press release are not guarantee of future performance and should not be unduly relied upon. These statements speak only as of the date of this press release. Osisko undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.
|
Osisko Gold Royalties Ltd Consolidated Balance Sheets As at December 31, 2024 and 2023 |
| (tabular amounts expressed in thousands of United States dollars) |
| December 31, | December 31, | January 1, | |||||||
| 2024 | 2023 | 2023 | |||||||
| $ | $ | $ | |||||||
| (restated) | (restated) | ||||||||
| Assets | |||||||||
| Current assets | |||||||||
| Cash | 59,096 | 51,204 | 66,853 | ||||||
| Short-term investments | - | 6,200 | - | ||||||
| Amounts receivable | 3,106 | 4,750 | 8,640 | ||||||
| Other assets | 1,612 | 1,392 | 1,880 | ||||||
| 63,814 | 63,546 | 77,373 | |||||||
| Non-current assets | |||||||||
| Investments in associates | 43,262 | 87,444 | 236,081 | ||||||
| Other investments | 74,043 | 70,335 | 54,268 | ||||||
| Royalty, stream and other interests | 1,113,855 | 1,174,298 | 1,017,582 | ||||||
| Goodwill | 77,284 | 84,081 | 82,102 | ||||||
| Other assets | 5,376 | 6,768 | 6,484 | ||||||
| 1,377,634 | 1,486,472 | 1,473,890 | |||||||
| Liabilities | |||||||||
| Current liabilities | |||||||||
| Accounts payable and accrued liabilities | 5,331 | 6,205 | 5,041 | ||||||
| Dividends payable | 8,433 | 8,409 | 7,472 | ||||||
| Lease liabilities | 852 | 849 | 680 | ||||||
| 14,616 | 15,463 | 13,193 | |||||||
| Non-current liabilities | |||||||||
| Lease liabilities | 3,931 | 5,201 | 4,948 | ||||||
| Long-term debt | 93,900 | 145,080 | 109,231 | ||||||
| Deferred income taxes | 76,234 | 72,797 | 63,917 | ||||||
| 188,681 | 238,541 | 191,289 | |||||||
| Equity | |||||||||
| Share capital | 1,675,940 | 1,658,908 | 1,642,855 | ||||||
| Contributed surplus | 63,567 | 62,331 | 60,764 | ||||||
| Accumulated other comprehensive loss | (141,841 | ) | (84,816 | ) | (101,659 | ) | |||
| Deficit | (408,713 | ) | (388,492 | ) | (319,359 | ) | |||
| 1,188,953 | 1,247,931 | 1,282,601 | |||||||
| 1,377,634 | 1,486,472 | 1,473,890 |
|
Osisko Gold Royalties Ltd Consolidated Statements of Income (Loss) For the three months and the years ended December 31, 2024 and 2023 |
|
(tabular amounts expressed in thousands of United States dollars, except per share amounts) |
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| $ | $ | $ | $ | |||||||||
| (restated) | (restated) | |||||||||||
| Revenues | 56,742 | 47,835 | 191,157 | 183,228 | ||||||||
| Cost of sales | (2,181 | ) | (2,942 | ) | (6,738 | ) | (12,335 | ) | ||||
| Depletion | (9,475 | ) | (9,570 | ) | (32,607 | ) | (41,801 | ) | ||||
| Gross profit | 45,086 | 35,323 | 151,812 | 129,092 | ||||||||
| Other operating expenses | ||||||||||||
| General and administrative | (4,209 | ) | (5,587 | ) | (18,298 | ) | (24,344 | ) | ||||
| Business development | (1,987 | ) | (1,505 | ) | (5,632 | ) | (4,574 | ) | ||||
| Impairment of royalty interests | - | (17,768 | ) | (49,558 | ) | (35,711 | ) | |||||
| Operating income | 38,890 | 10,463 | 78,324 | 64,463 | ||||||||
| Interest income | 1,144 | 1,088 | 4,153 | 5,061 | ||||||||
| Finance costs | (1,466 | ) | (4,805 | ) | (7,966 | ) | (14,031 | ) | ||||
| Foreign exchange (loss) gain | (1,771 | ) | 3,777 | (4,424 | ) | 1,134 | ||||||
| Share of (loss) gain of associates | (9,491 | ) | (252 | ) | (30,025 | ) | 5,937 | |||||
| Other losses, net | (11,322 | ) | (58,818 | ) | (9,920 | ) | (90,201 | ) | ||||
| Earnings (loss) before income taxes | 15,984 | (48,547 | ) | 30,142 | (27,637 | ) | ||||||
| Income tax expense | (8,879 | ) | (2,687 | ) | (13,875 | ) | (9,789 | ) | ||||
| Net earnings (loss) | 7,105 | (51,234 | ) | 16,267 | (37,426 | ) | ||||||
| Net earnings (loss) per share | ||||||||||||
| Basic and diluted | 0.04 | (0.28 | ) | 0.09 | (0.20 | ) | ||||||
|
Osisko Gold Royalties Ltd Consolidated Statements of Cash Flows For the three months and the years ended December 31, 2024 and 2023 |
|
(tabular amounts expressed in thousands of United States dollars) |
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| $ | $ | $ | $ | |||||||||
| (restated) | (restated) | |||||||||||
| Operating activities | ||||||||||||
| Net earnings (loss) | 7,105 | (51,234 | ) | 16,267 | (37,426 | ) | ||||||
| Adjustments for: | ||||||||||||
| Share-based compensation | 1,438 | 932 | 6,238 | 7,718 | ||||||||
| Depletion and amortization | 9,713 | 9,812 | 33,572 | 42,707 | ||||||||
| Impairment of royalty and stream interests | - | 17,768 | 49,558 | 35,711 | ||||||||
| Change in allowance for expected credit loss and write-off of other investments and interest receivable | - | - | (1,399 | ) | 27,831 | |||||||
| Impairment of investments in associates | - | 48,768 | - | 48,968 | ||||||||
| Share of loss (income) of associates | 9,491 | 252 | 30,025 | (5,937 | ) | |||||||
| Change in fair value of financial assets at fair value through profit and loss | (340 | ) | 5,057 | (343 | ) | 9,748 | ||||||
| Net loss (gain) on dilution of investments in associates | 9,300 | - | 9,300 | (3,580 | ) | |||||||
| Loss on disposal and deemed disposal of associates | - | 5,459 | - | 7,736 | ||||||||
| Foreign exchange loss (gain) | 1,776 | (3,821 | ) | 4,428 | (1,268 | ) | ||||||
| Deferred income tax expense | 7,537 | 2,268 | 11,183 | 7,874 | ||||||||
| Other | 2,635 | (629 | ) | 2,973 | (133 | ) | ||||||
| Net cash flows provided by operating activities before changes in non-cash working capital items |
48,655 | 34,632 | 161,802 | 139,949 | ||||||||
| Changes in non-cash working capital items | 1,110 | 2,516 | (1,877 | ) | (1,512 | ) | ||||||
| Net cash flows provided by operating activities | 49,765 | 37,148 | 159,925 | 138,437 | ||||||||
| Investing activities | ||||||||||||
| Acquisitions of short-term investments | (650 | ) | (1,386 | ) | (5,983 | ) | (6,200 | ) | ||||
| Acquisitions of investments | - | - | - | (40,200 | ) | |||||||
| Proceeds from disposal of investments | - | 94,334 | 3,847 | 98,053 | ||||||||
| Acquisitions of royalty and stream interests | (62,927 | ) | (37,260 | ) | (73,449 | ) | (217,745 | ) | ||||
| Other | (26 | ) | (2 | ) | (57 | ) | (34 | ) | ||||
| Net cash flows (used in) provided by investing activities | (63,603 | ) | 55,686 | (75,642 | ) | (166,126 | ) | |||||
| Financing activities | ||||||||||||
| Increase in long-term debt | 35,000 | 35,000 | 35,000 | 190,000 | ||||||||
| Repayment of long-term debt | - | (124,806 | ) | (84,721 | ) | (155,787 | ) | |||||
| Exercise of share options and shares issued under the share purchase plan | 3,335 | 1,678 | 9,558 | 9,486 | ||||||||
| Normal course issuer bid purchase of common shares | - | - | (428 | ) | - | |||||||
| Dividends paid | (7,687 | ) | (7,792 | ) | (30,650 | ) | (29,655 | ) | ||||
| Withholding taxes on settlement of restricted and deferred share units | - | (379 | ) | (2,442 | ) | (3,592 | ) | |||||
| Other | (207 | ) | (553 | ) | (1,185 | ) | (1,082 | ) | ||||
| Net cash flows provided by (used in) financing activities | 30,441 | (96,852 | ) | (74,868 | ) | 9,370 | ||||||
| Increase (decrease) in cash before effects of exchange rate changes | 16,603 | (4,018 | ) | 9,415 | (18,319 | ) | ||||||
| Effects of exchange rate changes on cash | (873 | ) | 2,892 | (1,523 | ) | 2,670 | ||||||
| Net increase (decrease) in cash | 15,730 | (1,126 | ) | 7,892 | (15,649 | ) | ||||||
| Cash - beginning of period | 43,366 | 52,330 | 51,204 | 66,853 | ||||||||
| Cash - end of period | 59,096 | 51,204 | 59,096 | 51,204 | ||||||||