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6-K 1 form6k.htm FORM 6-K Osisko Gold Royalties Ltd.: Form 6-K - Filed by newsfilecorp.com

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 May 2025

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


SUBMITTED HEREWITH

Exhibits

Exhibit   Description
   
99.1   Interim Consolidated Financial Statements for the three months ended March 31, 2025
99.2   Management’s Discussion and Analysis for the three months ended March 31, 2025
99.3   Form 52-109F2 Certification of Interim Filings Full Certificate CEO
99.4   Form 52-109F2 Certification of Interim Filings Full Certificate – CFO
99.5   Press Release of Dividends
99.6   Press Release of Q1 2025 results


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: May 7, 2025 By: /s/ André Le Bel
    André Le Bel
  Title: Vice President, Legal Affairs and Corporate Secretary


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Osisko Gold Royalties Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

 

 

Unaudited Condensed Interim

Consolidated Financial Statements

 

For the three months

ended

March 31, 2025


Osisko Gold Royalties Ltd
Consolidated Balance Sheets
(Unaudited)
(tabular amounts expressed in thousands of U.S. dollars)

        March 31,     December 31,  
        2025     2024  
  Notes     $     $  
                 
Assets                
                 
Current assets                
                 
Cash 3     63,070     59,096  
Amounts receivable       2,773     3,106  
Other assets       1,511     1,612  
        67,354     63,814  
                 
Non-current assets                
                 
Investments in associates 4     40,086     43,262  
Other investments 5     85,403     74,043  
Royalty, stream and other interests 6     1,112,393     1,113,855  
Goodwill       77,353     77,284  
Other assets       6,140     5,376  
        1,388,729     1,377,634  
                 
Liabilities                
                 
Current liabilities                
                 
Accounts payable and accrued liabilities       3,923     5,331  
Dividends payable       8,457     8,433  
Lease liabilities  
  1,132     852  
        13,512     14,616  
                 
Non-current liabilities                
                 
Lease liabilities       4,539     3,931  
Long-term debt 7     74,346     93,900  
Deferred income taxes       82,438     76,234  
        174,835     188,681  
                 
Equity                
                 
Share capital 8     1,680,514     1,675,940  
Contributed surplus       65,003     63,567  
Accumulated other comprehensive loss       (139,637 )   (141,841 )
Deficit       (391,986 )   (408,713 )
        1,213,894     1,188,953  
        1,388,729     1,377,634  

 


Osisko Gold Royalties Ltd
Consolidated Statements of Income
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

        2025     2024  
  Notes     $     $  
              Restated (Note 2)  
                 
Revenues 10     54,916     45,047  
                 
Cost of sales 10     (1,619 )   (1,359 )
Depletion 10     (7,744 )   (8,546 )
Gross profit       45,553     35,142  
                 
Other operating expenses                
General and administrative       (4,959 )   (4,544 )
Business development       (2,079 )   (1,011 )
Operating income       38,515     29,587  
Interest income       598     934  
Finance costs       (1,730 )   (2,767 )
Foreign exchange gain (loss)       160     (2,411 )
Share of loss of associates       (3,752 )   (10,053 )
Other (losses) gains, net 10     (286 )   1,737  
Earnings before income taxes       33,505     17,027  
Income tax expense       (7,865 )   (5,858 )
Net earnings       25,640     11,169  
                 
Net earnings per share                
Basic and diluted 11     0.14     0.06  



Osisko Gold Royalties Ltd
Consolidated Statements of Comprehensive Income (Loss)
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars)

    2025     2024  
    $     $  
          Restated (Note 2)  
             
Net earnings   25,640     11,169  
             
Other comprehensive income (loss)            
             
Items that will not be reclassified to the consolidated statement of income            
Changes in fair value of financial assets at fair value through other comprehensive income   386     1,676  
Income tax effect   161     (234 )
Share of other comprehensive loss of associates   (169 )   (211 )
             
Items that may be reclassified to the consolidated statement of income            
Currency translation adjustments   887     (16,383 )
Share of other comprehensive income (loss) of associates   700     (1,797 )
Other comprehensive income (loss)   1,965     (16,949 )
             
Comprehensive income (loss)   27,605     (5,780 )


Osisko Gold Royalties Ltd
Consolidated Statements of Cash Flows
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars)

      2025     2024  
  Notes   $     $  
            Restated (Note 2)  
Operating activities              
Net earnings     25,640     11,169  
Adjustments for:              
Share-based compensation     2,089     1,567  
Depletion and amortization     8,032     8,790  
Changes in expected credit loss of other investments     -     (1,399 )
Share of loss of associates     3,752     10,053  
Change in fair value of financial assets at fair value through profit and loss     286     (338 )
Foreign exchange (gain) loss     (92 )   2,437  
Deferred income tax expense     7,242     5,463  
Other     104     116  
Net cash flows provided by operating activities
  before changes in non-cash working capital items
    47,053     37,858  
Changes in non-cash working capital items 12   (974 )   (496 )
Net cash flows provided by operating activities     46,079     37,362  
               
Investing activities              
Acquisitions of short-term investments     -     (667 )
Acquisitions of investments     (11,364 )   -  
Proceeds from disposal of investments     -     3,847  
Acquisitions of royalty and stream interests     (5,285 )   -  
Other     (17 )   (3 )
Net cash flows (used in) provided by investing activities     (16,666 )   3,177  
               
Financing activities              
Increase in long-term debt     10,437     -  
Repayment of long-term debt     (30,000 )   (32,394 )
Exercise of share options and shares issued under the share purchase plan     2,587     3,609  
Dividends paid     (7,610 )   (7,680 )
Withholding taxes on settlement of restricted and deferred share units     (653 )   (2,204 )
Other     (210 )   (288 )
Net cash flows used in financing activities     (25,449 )   (38,957 )
               
Increase in cash before effects of exchange rate changes     3,964     1,582  
Effects of exchange rate changes on cash     10     (682 )
Net increase in cash     3,974     900  
Cash - beginning of period     59,096     51,204  
Cash - end of period 3   63,070     52,104  

Additional information on the consolidated statements of cash flows is presented in Note 12.


Osisko Gold Royalties Ltd
Consolidated Statement of Changes in Equity
For the three months ended March 31, 2025
(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, 2025   186,679,202     1,675,940     63,567     (141,841 )   (408,713 )   1,188,953  
                                     
Net earnings   -     -     -     -     25,640     25,640  
Other comprehensive income   -     -     -     1,965     -     1,965  
Comprehensive income   -     -     -     1,965     25,640     27,605  
                .     .     .        
Dividends declared   -     -     -     -     (8,475 )   (8,475 )
Shares issued - Dividends reinvestment plan   45,878     835     -     -     -     835  
Shares issued - Employee share purchase plan   3,679     67     -     -     -     67  
Share options - Share-based compensation   -     -     263     -     -     263  
Share options exercised   269,066     3,228     (686 )   -     -     2,542  
Restricted share units to be settled in common shares:                                    
Share-based compensation   -     -     1,611     -     -     1,611  
Settlements   27,519     356     (703 )   -     (150 )   (497 )
Income tax impact   -     -     608     -     -     608  
Deferred share units to be settled in common shares:                                    
Share-based compensation   -     -     215     -     -     215  
Settlements   6,980     88     (195 )   -     (49 )   (156 )
Income tax impact   -     -     323     -     -     323  
Transfer of realized loss on financial assets at fair value through other comprehensive income, net of income taxes   -     -     -     239     (239 )   -  
Balance - March 31, 2025   187,032,324     1,680,514     65,003     (139,637 )   (391,986 )   1,213,894  

(i) As at March 31, 2025, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statements of income amounting to ($12.1) million and items that may be recycled to the consolidated statements of income amounting to ($127.5) million.


Osisko Gold Royalties Ltd
Consolidated Statement of Changes in Equity
For the three months ended March 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   -     -     -     -     11,169     11,169  
Other comprehensive loss   -     -     -     (16,949 )   -     (16,949 )
Comprehensive (loss) income   -     -     -     (16,949 )   11,169     (5,780 )
                                     
Dividends declared   -     -     -     -     (8,271 )   (8,271 )
Shares issued - Dividends reinvestment plan   42,011     565     -     -     -     565  
Shares issued - Employee share purchase plan   4,203     61     -     -     -     61  
Share options - Share-based compensation   -     -     455     -     -     455  
Share options exercised   358,457     4,512     (939 )   -     -     3,573  
Restricted share units to be settled in common shares:                                    
Share-based compensation   -     -     936     -     -     936  
Settlement   133,796     1,260     (2,469 )   -     (677 )   (1,886 )
Income tax impact   -     -     (41 )   -     -     (41 )
Deferred share units to be settled in common shares:                                    
Share-based compensation   -     -     176     -     -     176  
Settlement   19,351     201     (437 )   -     (92 )   (328 )
Income tax impact   -     -     194     -     -     194  
Transfer of realized loss on financial assets at fair value through other comprehensive income, net of income taxes   -     -     -     36     (36 )   -  
Balance - March 31, 2024   185,904,342     1,665,507     60,206     (101,729 )   (386,399 )   1,237,585  

(i) As at March 31, 2024, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statements of income amounting to ($6.5) million and items that may be recycled to the consolidated statements of income amounting to ($95.2) million.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(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 Québec, Canada.

2. Material accounting policy information

Basis of presentation

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements under IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements for the years ended December 31, 2024 and 2023, which have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. The accounting policies, methods of computation and presentation applied in these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year. The Board of Directors approved these condensed interim consolidated financial statements for issue on May 7, 2025.

The financial statements included herein reflect all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year. Taxes on income in the interim period have been accrued using the tax rates that would be applicable to expected total annual income.

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, the comparative figures for 2024 have been restated (including in the notes to the consolidated financial statements).


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

2. Material accounting policy information (continued)

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, 2025. 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:

  • the structure of the statement of profit or loss;
  • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
  • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

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:

  • clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
  • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion;
  • add new disclosures for certain instruments with contractual terms that can change cash flows; and
  • update disclosures for equity instruments designated at fair value through other comprehensive income.

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.

Critical accounting estimates and significant judgements

The preparation of consolidated 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 areas of judgement and estimation are consistent with those reported in the annual consolidated financial statements for the years ended December 31, 2024 and 2023.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

3. Cash

As at March 31, 2025 and December 31, 2024, the consolidated cash position was as follows:

    March 31,     December 31,  
    2025     2024  
    $     $  
             
Cash held in U.S. dollars   52,159     48,223  
Cash held in Canadian dollars (i)   10,911     10,873  
Total cash   63,070     59,096  

(i) Cash held in Canadian dollars amounted to C$15.7 million as at March 31, 2025 (C$15.6 million as at December 31, 2024).

4. Investments in associates

    Three months ended     Year ended  
    March 31,
2025
    December 31,
2024
 
    $     $  
             
Balance - Beginning of period   43,262     87,444  
Share of loss, net (i)   (3,752 )   (30,025 )
Share of other comprehensive income, net   531     463  
Net loss on ownership dilution (ii)   -     (9,300 )
Foreign exchange revaluation impact   45     (5,320 )
Balance - End of period   40,086     43,262  

(i) 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").

(ii) In October and November 2024, Osisko Development completed private and brokered placements, which reduced the ownership percentage from 39.7% to 24.4% and resulted in a loss on dilution of $9.3 million.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

5. Other investments

    Three months ended     Year ended  
    March 31,
2025
    December 31,
2024
 
    $     $  
Fair value through profit or loss (warrants and convertible instruments)            
Balance - Beginning of period   6,548     6,766  
Change in fair value   (286 )   343  
Foreign exchange revaluation impact   6     (561 )
Balance - End of period   6,268     6,548  
             
Fair value through other comprehensive loss (common shares)            
Balance - Beginning of period   55,313     63,569  
Acquisitions   10,564     -  
Change in fair value   386     (4,778 )
Disposals   -     (2,448 )
Foreign exchange revaluation impact   (110 )   (1,030 )
Balance - End of period   66,153     55,313  
             
Amortized cost (notes)            
Balance - Beginning of period   12,182     -  
Acquisitions   800     -  
Repayments   -     (1,399 )
Change in allowance for expected credit loss and write-offs   -     1,399  
Reclassification from short-term investments (i)   -     12,182  
Balance - End of period   12,982     12,182  
Total   85,403     74,043  

(i) 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 as the repayment terms are not expected to be within the next 12 months. The note receivable is secured by the assets of the associate.

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 partially provisioned as at March 31, 2025 and December 31, 2024.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

6. Royalty, stream and other interests

          Three months ended
March 31, 2025
 
    Royalty
interests
    Stream
interests
    Offtake
interests
    Total  
    $     $     $     $  
                         
Balance - January 1   637,413     465,671     10,771     1,113,855  
Additions   5,285     -           5,285  
Depletion   (2,710 )   (5,034 )   -     (7,744 )
Foreign exchange revaluation impact   934     63     -     997  
                         
Balance - March 31   640,922     460,700     10,771     1,112,393  
                         
Producing                        
Cost   390,882     561,850     -     952,732  
Accumulated depletion and impairment   (306,524 )   (228,403 )   -     (534,927 )
Net book value - March 31   84,358     333,447     -     417,805  
                         
Development                        
Cost   353,098     160,039     20,842     533,979  
Accumulated depletion and impairment   (68,894 )   (58,531 )   (20,842 )   (148,267 )
Net book value - March 31   284,204     101,508     -     385,712  
                         
Exploration and evaluation                        
Cost   279,931     26,268     10,771     316,970  
Accumulated depletion and impairment   (7,571 )   (523 )   -     (8,094 )
Net book value - March 31   272,360     25,745     10,771     308,876  
                         
Total net book value - March 31   640,922     460,700     10,771     1,112,393  


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

6. Royalty, stream and other interests (continued)

          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 three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

7. Long-term debt

    March 31,     December 31,  
    2025     2024  
    $     $  
             
Balance - Beginning of period   93,900     145,080  
Increase in revolving credit facility   10,437     35,000  
Repayment of revolving credit facility   (30,000 )   (84,721 )
Foreign exchange revaluation impact   9     (1,459 )
Balance - End of period   74,346     93,900  
Current portion   -     -  
Non-current portion   74,346     93,900  
    74,346     93,900  

Revolving credit facility

A total amount of C$550.0 million ($382.6 million) is available under the credit facility (the "Facility"), with an additional uncommitted accordion of up to C$200.0 million ($139.1 million).

The maturity date of the Facility is April 30, 2028 and 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, and 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 March 31, 2025, the effective interest rate on the drawn balance was 5.3%, including the applicable margin.

The Facility includes quarterly covenants that require the Company to maintain certain financial ratios, including leverage ratios, and to meet certain non-financial requirements. As at March 31, 2025, all such ratios and requirements were met.

8. Share capital

Shares

Authorized

Unlimited number of common shares, without par value

Unlimited number of preferred shares, issuable in series

Issued and fully paid

187,032,324 common shares

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.

During the three months ended March 31, 2025, the Company did not purchase any common shares under the NCIB program.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

8. Share capital (continued)

Dividends

On February 19, 2025, the Board of Directors declared a quarterly dividend of C$0.065 per common share paid on April 15, 2025 to shareholders of record as of the close of business on March 31, 2025. Total dividends payable amounted to $8.5 million, including $0.9 million payable in shares through the dividend reinvestment program (43,289 common shares were issued on April 15, 2025 at a discount rate of 3%).

9. Share-based compensation

Share options

The following table summarizes information about the movement of the share options outstanding:

    Three months ended
March 31, 2025
    Year ended
December 31, 2024
 
          Weighted           Weighted  
    Number of     average     Number of     average  
    options     exercise price     options     exercise price  
          C$           C$  
Balance - Beginning of period   2,452,542     15.41     3,122,006     14.50  
Granted   -     -     287,300     18.72  
Exercised   (269,066 )   13.59     (956,758 )   13.44  
Forfeited / Cancelled   (6,666 )   18.61     -     -  
Expired   -     -     (6 )   13.93  
Balance - End of period   2,176,810     15.62     2,452,542     15.41  
Options exercisable - End of period   1,657,342     15.12     1,703,943     14.51  

The weighted average share price when share options were exercised during the three months ended March 31, 2025 was C$27.54 (C$23.59 for the year ended December 31, 2024).

The following table summarizes the share options outstanding as at March 31, 2025:

            Options outstanding     Options exercisable  
                  Weighted              
                  average              
            Weighted     remaining           Weighted  
Exercise           average     contractual           average  
price range     Number     exercise price     life (years)     Number     exercise price  
C$           C$                 C$  
12.70 - 14.50     1,208,543     13.54     1.3     1,042,776     13.43  
15.97 - 22.20     968,267     18.22     3.5     614,566     18.00  
      2,176,810     15.62     2.3     1,657,342     15.12  


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

9. Share-based compensation (continued)

Share options (continued)

The fair value of the share options is recognized as compensation expense over the vesting period. During the three months ended March 31, 2025, the total share-based compensation related to share options amounted to $0.3 million ($0.5 million during the three months ended March 31, 2024).

Deferred and restricted share units

The Company offers a deferred share unit ("DSU") plan and a restricted share unit ("RSU") plan, which allow DSUs and RSUs to be granted to directors, officers and/or employees as part of their long-term compensation package.

The following table summarizes information about the DSUs and RSUs movements:

    Three months ended
March 31, 2025
    Year ended
December 31, 2024
 
    DSUs (i)     RSUs (ii)     DSUs (i)     RSUs (ii)  
                         
Balance - Beginning of period   435,505     742,202     414,278     717,105  
Granted   -     333,100     70,440     308,000  
Reinvested dividends   1,056     1,792     4,578     8,247  
Settled   (15,381 )   (54,407 )   (42,095 )   (272,160 )
Forfeited   -     -     (11,696 )   (18,990 )
Balance - End of period   421,180     1,022,687     435,505     742,202  
Balance - Vested   366,789     -     381,246     -  

(i) Unless otherwise decided by the Board of Directors of the Company, the DSUs 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 DSUs 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.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

9. Share-based compensation (continued)

Deferred and restricted share units (continued)

(ii) One half of the RSUs is time-based (the "time-based RSUs") and the other half is time-based and depends on the achievement of certain performance measures (the "performance-based RSUs"). The time-based RSUs granted prior to 2024 vest and are payable three years after the grant date. The time-based RSUs granted in 2024 and 2025 vest and are payable in three equal tranches at each anniversary of the grant date. The performance-based RSUs vest and are payable three years after the grant date. The RSUs 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 RSUs 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 RSUs granted in the first three months of 2025 have a weighted average value of C$26.46 per RSU (the RSUs granted in 2024 had a weighted average value of C$18.79 per RSU).

The total share-based compensation expense related to the DSU and RSU plans for the three months ended March 31, 2025 amounted to $1.8 million ($1.1 million for the three months ended March 31, 2024).

Based on the closing price of the common shares at March 31, 2025 ($21.12 or C$30.37), 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 DSUs and RSUs to be settled in equity amounts to $4.1 million ($3.7 million as at December 31, 2024) and to $16.3 million based on all DSUs and RSUs outstanding ($11.4 million as at December 31, 2024).

10. Additional information on the consolidated statements of income

    2025     2024  
    $     $  
Revenues            
Royalty interests   36,790     33,029  
Stream interests   18,126     12,018  
    54,916     45,047  
             
Cost of sales            
Royalty interests   145     78  
Stream interests   1,474     1,281  
    1,619     1,359  
             
Depletion            
Royalty interests   2,710     4,104  
Stream interests   5,034     4,442  
    7,744     8,546  
             
Other (losses) gains, net            
Change in fair value of financial assets at fair value through profit and loss   (286 )   338  
Change in allowance for expected credit loss of other investments   -     1,399  
    (286 )   1,737  




Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

11. Net earnings per share

    2025     2024  
    $     $  
             
Net earnings   25,640     11,169  
             
Basic weighted average number of common shares outstanding (in thousands)   186,979     185,761  
Dilutive effect of share options   1,009     728  
Dilutive effect of RSUs and DSUs   437     381  
Diluted weighted average number of common shares   188,425     186,870  
             
Net earnings per share            
Basic and diluted   0.14     0.06  

For the three months ended March 31, 2024, 0.6 million share options were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.

12. Additional information on the consolidated statements of cash flows

    2025     2024  
    $     $  
             
Interest received   590     1,166  
Interest paid on long-term debt   1,725     2,607  
Income taxes paid   623     395  
             
Changes in non-cash working capital items            
Decrease in amounts receivable   333     1,642  
Decrease in other current assets   101     296  
Decrease in accounts payable and accrued liabilities   (1,408 )   (2,434 )
    (974 )   (496 )


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

13. 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).

                March 31, 2025  
    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 notes                        
Publicly traded mining companies                        
Precious metals   -     -     6,260     6,260  
Other minerals   7     -     1     8  
Financial assets at fair value through other comprehensive income (i)                        
Equity securities                        
Publicly traded mining companies                        
Precious metals   14,525     -     138     14,663  
Other minerals (ii)   51,490     -     -     51,490  
    66,022     -     6,399     72,421  

                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  

(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 three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

13. Fair value of financial instruments (continued)

During the three months ended March 31, 2025 and 2024, there were no transfers among Level 1, Level 2 and Level 3.

The following table presents the changes in the Level 3 investments (comprised of warrants and convertible instruments) for the three months ended March 31, 2025 and 2024:

    2025     2024  
    $     $  
             
Balance - January 1   6,675     6,883  
Change in fair value - investments held at the end of the period (i)   (286 )   316  
Foreign exchange revaluation impact   10     (163 )
Balance - March 31   6,399     7,036  

(i)  Recognized in the consolidated statements of income under other (losses) gains, 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 (warrants) or the discount rate (convertible instruments). An increase/decrease in the expected volatility used in the models of 10% or in the discount rate of 5% would have resulted in an insignificant variation of the fair value of the warrants and convertible instruments as at March 31, 2025 and December 31, 2024.

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, 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, 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 negative changes in economic and risk parameters or assumptions related directly to the instruments since the issuance, acquisition, renewal or revaluation of those financial instruments.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

14. 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 from the sale of precious metals and other commodities 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 three months ended March 31, 2025 and 2024, royalty, stream and other interest revenues were earned from the following jurisdictions:

    North America (i)     South America     Australia     Europe     Total  
    $     $     $     $     $  
                               
2025                              
                               
Royalties   35,343     1,182     265     -     36,790  
Streams   2,135     7,539     4,869     3,583     18,126  
                               
    37,478     8,721     5,134     3,583     54,916  
                               
2024                              
                               
Royalties   32,809     185     35     -     33,029  
Streams   1,576     6,124     2,452     1,866     12,018  
                               
    34,385     6,309     2,487     1,866     45,047  
                               
  (i) 91% of North America's revenues were generated from Canada during the three months ended March 31, 2025 (90% during the three months ended March 31, 2024).

For the three months ended March 31, 2025, two royalty and stream interests generated revenues of $28.3 million (two royalty and stream interests generated revenues of $25.7 million for the three months ended March 31, 2024), which represented 51% of revenues (57% of revenues for the three months ended March 31, 2024), including one royalty interest that generated revenues of $20.7 million ($19.6 million for the three months ended March 31, 2024).

For the three months ended March 31, 2025, revenues generated from precious metals represented 96% of total revenues (almost 100% for the three months ended March 31, 2024).


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

14. Segment disclosure (continued)

Geographic net assets

The following table summarizes the royalty, stream and other interests by jurisdiction, as at March 31, 2025 and December 31, 2024, 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  
    $     $     $     $     $     $     $  
                                           
March 31, 2025                                    
                                           
Royalties   390,147     126,853     58,628     49,950     5,002     10,342     640,922  
Streams   145,972     126,055     134,454     -     22,300     31,919     460,700  
Offtakes   -     -     7,067     -     3,704     -     10,771  
                                           
    536,119     252,908     200,149     49,950     31,006     42,261     1,112,393  
                                           
                                     
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  
                                           
  (i) 78% of North America's net interests are located in Canada as at March 31, 2025 (78% as at December 31, 2024).

15. Related party transactions

During the three months ended March 31, 2025, the Company advanced additional funds to an associate ($0.8 million). As at March 31, 2025, a note receivable from an associate of $13.0 million is included in other investments ($12.2 million as at December 31, 2024). The note receivable is secured by the assets of the associate.

16. Subsequent events

Revolving credit facility

Subsequent to March 31, 2025, the Company repaid a total amount of $30.0 million on its revolving credit facility.

Dividend

On May 7, 2025, the Board of Directors declared a quarterly dividend of US$0.055 per common share payable on July 15, 2025 to shareholders of record as of the close of business on June 30, 2025.

 


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Osisko Gold Royalties Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

 

Management's

Discussions and Analysis

 

For the three months

ended

March 31, 2025

 

 


Osisko Gold Royalties Ltd
2025 – First Quarter 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 three months ended March 31, 2025 should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and related notes for the three months ended March 31, 2025. The unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements. Management is responsible for the preparation of the unaudited condensed interim 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 unaudited condensed interim 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 May 7, 2025, the date when the Board of Directors has approved the Company's unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 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. During the three months ended December 31, 2024, the Company elected to change its presentation currency from Canadian dollars ("C$") to 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, the comparative figures for 2024 have been restated. 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

Description of the Business 3
Highlights 3
Annual General Meeting of Shareholders and Proposed Name Change 4
Guidance for 2025 and 5-Year Outlook 4
Portfolio of Royalty, Stream and Other Interests 5
Equity Investments 20
Sustainability Activities 22
Dividends and Normal Course Issuer Bid 22
Gold Market and Currency 23
Selected Financial Information 23
Overview of Financial Results 24
Liquidity and Capital Resources 27
Cash Flows 28
Quarterly Information 29
Segment Disclosure 30
Related Party Transactions 31
Contractual Obligations and Commitments 32
Off-Balance Sheet Items 33
Outstanding Share Data 33
Subsequent Events to March 31, 2025 33
Risks and Uncertainties 34
Disclosure Controls and Procedures and Internal Control over Financial Reporting 34
Basis of Presentation of Consolidated Financial Statements 35
Critical Accounting Estimates and Significant Judgements 36
Financial Instruments 36
Technical Information 36
Non-IFRS Financial Performance Measures 36
Forward-Looking Statements 38
Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates 39
Corporate Information 40


Osisko Gold Royalties Ltd
2025 – First Quarter 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. Osisko's objective is to deploy capital into new and accretive investment opportunities to further enhance its growth profile.

Highlights

First Quarter of 2025

  • 19,014 gold equivalent ounces ("GEOs1") earned (22,259 GEOs in Q1 20242 );
  • Revenues from royalties and streams of $54.9 million ($45.0 million in Q1 2024);
  • Cash flows generated by operating activities of $46.1 million ($37.4 million in Q1 2024);
  • Net earnings of $25.6 million, $0.14 per basic share ($11.2 million, $0.06 per basic share in Q1 2024);
  • Adjusted earnings3  of $29.5 million, $0.16 per basic share ($22.0 million, $0.12 per basic share in Q1 2024);
  • Net repayments of $19.6 million under the revolving credit facility;
  • Cash balance of $63.1 million and debt outstanding of $74.3 million as at March 31, 2025;
  • Acquisition of a 1.5% NSR royalty from Japan Gold Corp. ("Japan Gold") on Japan Gold's wholly-controlled properties in Japan for cash consideration of $5.0 million; and
  • Declaration of a quarterly dividend of C$0.065 per common share paid on April 15, 2025 to shareholders of record as of the close of business on March 31, 2025.

Subsequent to March 31, 2025

  • Additional repayments of $30.0 million under the revolving credit facility;
  • First payment received from Talisker Resources Ltd. under the Bralorne 1.7% NSR royalty;
  • Acquisition of a basket of royalties across various projects in British Columbia from Sable Resources Ltd. ("Sable Resources") for consideration of C$3.8 million, as well as certain rights in relation to the future acquisition of similar interests from Sable Resources;
  • Publication of the fifth edition of the Company's sustainability report, Growing Responsibly; and
  • Declaration of a quarterly dividend of US$0.055 per common share payable on July 15, 2025 to shareholders of record as of the close of business on June 30, 2025, an increase of 20% over the previous quarterly dividend, based on the foreign currency rate (C$/US$) on the declaration date of the first quarter dividend.

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. Cash royalties and other metals and commodities 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 Three months ended March 31, 2024 ("Q1 2024").

3 "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
2025 – First Quarter Report
Management’s Discussion and Analysis

Annual and Special Meeting of Shareholders and Proposed Name Change

The Company's 2025 Annual and Special Meeting ("2025 AGM") of shareholders will be held on May 8, 2025 in Montréal, Québec. As part of the 2025 AGM, the Company will ask its shareholders to consider, and if deemed advisable, to adopt a special resolution approving the amendment to the articles of the Company to change its name to "OR Royalties Inc. / Redevances OR Inc.".

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 margin4  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, originally published on February 19, 2025, replaces the 5-year outlook previously released in February 2024, the latter of which should be considered as withdrawn. Investors should not use the current 5-year outlook to extrapolate forecast results to any year within the 5-year period (2025-2029).


4 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
2025 – First Quarter 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
March 31,
 
    2025     2024  
             
Gold            
Canadian Malartic Complex royalty   7,198     9,176  
Éléonore royalty   1,657     1,261  
Seabee royalty   958     890  
Island Gold royalty   883     682  
Lamaque royalty   571     530  
Ermitaño royalty   512     520  
Pan royalty   363     395  
Tocantinzinho royalty (i)   279     -  
Fruta del Norte royalty   121     88  
Bald Mountain royalty   17     430  
Eagle Gold royalty (ii)   -     1,654  
Others   304     268  
    12,863     15,894  
             
Silver            
Mantos Blancos stream   2,580     2,927  
Sasa stream   1,214     868  
CSA stream   881     1,143  
Gibraltar stream   623     627  
Canadian Malartic Complex royalty   38     44  
Others   57     41  
    5,393     5,650  
             
Copper and others            
CSA copper stream (iii)   735     -  
Renard diamond stream (iv)   -     697  
Others   23     18  
    758     715  
             
Total GEOs   19,014     22,259  

(i) G Mining Ventures Corp. announced first gold production 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.

(ii) 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 since been suspended. Please refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A for more details.

(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 Limited, a subsidiary of the Company, 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.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

GEOs by Product

Average Metal Prices and Exchange Rate

    Three months ended March 31,  
    2025     2024  
    Realized     Average     Realized     Average  
                         
Gold (i)   $2,863     $2,860     $2,073     $2,070  
Silver (ii)   $32.71     $31.88     $23.78     $23.34  
Copper (iii)   $9,783     $9,340     n/a     $8,438  
                         
Exchange rate (C$/US$) (iv)   n/a     0.6968     n/a     0.7415  

(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
2025 – First Quarter Report
Management’s Discussion and Analysis

Royalty, Stream and Other Interests Portfolio Overview

As at May 7, 2025, Osisko owned a portfolio of 178 royalties, 14 streams and 4 offtakes, as well as 8 royalty options. Currently, the Company has 21 producing assets.

Portfolio by asset stage

Asset stage   Royalties     Streams     Offtakes     Total number
of assets
 
                         
Producing   16     5     -     21  
Development   16     8     2     26  
Exploration and evaluation   146     1     2     149  
    178     14     4     196  

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
         
Bralorne (v) Talisker Resources Ltd. 1.7% NSR royalty Au Canada
         
Canadian Malartic Complex Agnico Eagle Mines Limited 3 - 5% NSR royalty Au, Ag Canada
         
Éléonore Dhilmar Ltd 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 (vi) Diamonds Brazil
         
CSA MAC Copper Limited 100% stream
3.0 - 4.875% stream
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 G Mining Ventures Corp. 0.75% NSR royalty Au Brazil


Osisko Gold Royalties Ltd
2025 – First Quarter 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
         
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
0.115% NSR royalty
Cu
Ag
USA
         
Dalgaranga Spartan Resources Limited 1.8% GRR Au Australia
         
Eagle Gold (vii) 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 (viii) Alamos Gold Inc. 3% NSR royalty Au Canada
         
Marban Agnico Eagle Mines Limited 0.435-2% NSR royalty Au Canada
         
Marimaca MOD 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 (ix) 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
0.115% 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 since 2023 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) In April 2025, Talisker Resources Ltd. announced that it has begun lateral development on the Alhambra Vein at the Bralorne gold project. The Company received its first royalty payment in April 2025.

(vi) Gross revenue royalty ("GRR").

(vii) On June 24, 2024, Victoria announced a slope failure of its heap leach facility at the Eagle Gold mine and operations have since been suspended. Please refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A for more details.

(viii) 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.

(ix) 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
2025 – First Quarter Report
Management’s Discussion and Analysis

Main Producing Assets

Geographical Distribution of Assets


Osisko Gold Royalties Ltd
2025 – First Quarter 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 and is operated by Agnico Eagle Mines Limited ("Agnico Eagle"). 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 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

On April 24, 2025, Agnico Eagle reported payable gold production at the Canadian Malartic Complex of 159,773 ounces in the first quarter of 2025, compared to 186,906 ounces of gold in the first quarter of 2024. Canadian Malartic performed better-than-planned in the first quarter of 2025; the decrease in gold production when compared to the prior-year period was primarily due to lower gold grades at the Barnat pit.

On April 24, 2025, Agnico Eagle reported that ramp development in the first quarter of 2025 reached the bottom of the first mining horizon at East Gouldie. Excavation of the mid-shaft loading station between levels 102 and 114 commenced and the temporary service hoist was commissioned. Exploration drilling continued to extend the East Gouldie deposit to the east and extend the newly discovered, sub-parallel Eclipse zone. Agnico Eagle also completed the acquisition of O3 Mining Inc. in the first quarter of 2025 - additional funding of $5.5 million has been allocated for a first phase of exploration in 2025 that will include 24,000 metres of drilling at the Marban deposit, which is located immediately northeast of the Canadian Malartic property.

Agnico Eagle continues to work on several opportunities with a vision to potentially grow annual production to one million ounces per year in the 2030s. These opportunities include the potential for a second shaft at Odyssey, the development of a satellite open pit at Marban and the development of the Wasamac underground project. Marban and Wasamac are located approximately 12 kilometres and 100 kilometres from the Canadian Malartic mill, respectively.

Update on Odyssey

On April 24, 2025, Agnico Eagle reported that, in the first quarter of 2025, ramp development continued to progress ahead of schedule. The ramp towards the mid-shaft loading station reached a depth of 1,012 metres as at March 31, 2025 and is expected to connect to the mid-shaft loading station at level 102 in the third quarter of 2025. The main ramp towards the shaft bottom reached a depth of 965 metres.

In the first quarter of 2025, the shaft reached level 111 at a depth of 1,113 metres on schedule. Excavation of the mid-shaft loading station was initiated and is expected to continue through the remainder of 2025. The level 111 station was excavated and is being prepared for steel installation, while excavation of the loading pocket at level 112 commenced.

In the first quarter of 2025, construction progressed on schedule and on budget. Construction of the temporary loading station at level 64 and the commissioning of the service hoist were completed. The service hoist, which will support the transportation of people, materials and waste, is expected to ramp-up to its design capacity of 3,500 tpd in the second quarter of 2025. At the main hoist building, the concrete foundation for the production hoist was poured. The structural steel and exterior cladding of the main office and service building was completed in the quarter and work shifted to the interior and to the mechanical and electrical installation. Construction of the main office building is expected to be completed by the first quarter of 2026.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Update on exploration

Agnico Eagle reported that at Odyssey, exploration drilling ramped up at Odyssey during the first quarter of 2025. Thirteen underground rigs and fourteen surface rigs drilled a total of 53,376 metres that targeted the eastern and depth extensions of the East Gouldie deposit, the new Eclipse zone and portions of the Odyssey deposit near the Odyssey shaft. Regional exploration continued to investigate several targets along the 16-kilometre long land package around the mine.

Drilling into the lower eastern extension of the East Gouldie deposit at the edge of the current mineralized envelope was highlighted by hole MEX24-322WAZ intersecting 5.3 g/t Au over 27.4 metres at 1,840 metres depth, including 9.9 g/t Au over 8.5 metres at 1,842 metres depth, and hole MEX24-322WA intersecting 6.6 g/t Au over 17.7 metres at 1,886 metres depth. Follow-up drilling at a 300 metre drill spacing is underway to further assess the eastward potential of the deposit between approximately 1,700 and 2,000 metres depth.

The drilling program is also investigating the interpreted junction at depth of the East Gouldie mineralized envelope and the Sladen Fault in what has been named the Keel structure, with hole UGEG-075-038 intersecting 2.2 g/t Au over 58.2 metres at 1,948 metres depth within the Keel structure, including 3.2 g/t Au over 21.7 metres at 1,976 metres depth, approximately 200 metres below the current planned maximum depth of the Odyssey shaft. Additional drilling is underway to further test the north-south and east-west continuities of the Keel structure.

Follow-up drilling into the newly discovered, sub-parallel Eclipse zone, which is located 50 to 100 metres north of the eastern portion of the East Gouldie mineralized corridor and extends from approximately 1,200 metres to 1,900 metres below surface, was highlighted by hole MEX24-325Z intersecting 3.7 g/t Au over 59.7 metres at 1,413 metres depth, including 6.3 g/t Au over 6.0 metres at 1,384 metres depth and 7.8 g/t Au over 7.8 metres at 1,398 metres depth.

Underground conversion drilling into the upper eastern extension of the East Gouldie deposit was highlighted by hole UGEG-071-009 intersecting 3.7 g/t Au over 17.3 metres at 766 metres depth. Agnico Eagle believes this area has the potential to add indicated mineral resources and potentially mineral reserves to East Gouldie by year-end.

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 titled "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 titled "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%" and Agnico Eagle's press release dated April 24, 2025 titled "Agnico Eagle Reports First Quarter 2025 Results - Strong Quarterly Operational and Financial Performance; Balance Sheet Further Strengthened by Strong Free Cash Flow Generation; 16th Annual Sustainability Report Released", all filed on www.sedarplus.ca.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Mantos Blancos Stream (Capstone Copper Corp.)

Osisko, through Osisko Bermuda Limited ("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 (6.6 million ounces have been delivered as at March 31, 2025), after which the stream percentage will be reduced to 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. Osisko receives deliveries from Mantos Blancos production with a two-month lag.

Update on operations

On May 1, 2025, Capstone Copper reported production of 13,846 tonnes of copper at Mantos Blancos in the first quarter of 2025, which was 26% higher than in the first quarter of 2024. The increased copper production was due to higher sulphide mill throughput as a result of the successful concentrator ramp-up in 2024 and higher sulphides feed grades due to mine sequence. Since the installation of new equipment in the tailings handling area in the third quarter of 2024, Mantos Blancos sulphide operations have exceeded the plant's nameplate milling capacity in November (average of 20,271 tpd), December (average of 20,007 tpd), January (average of 20,628 tpd), and March (average of 20,005 tpd). Operations in February (average of 16,540 tpd) were impacted by a planned maintenance shutdown and the nationwide power outage in Chile.

In the last months, silver grades have been tracking lower than expected. Capstone Copper's management has indicated that the issues have been isolated, and the grade should rebound, as supported by the second quarter early results noted by management.

Capstone Copper is currently evaluating the next phase of growth for Mantos Blancos, which is analyzing the potential to increase the concentrator plant throughput to at least 27,000 tpd and increase cathode production from the underutilized SX-EW plant. The sulphide concentrator plant expansion is expected to utilize existing and unused or underutilized process equipment, such as two idled ball mills, plus additional equipment for concentrate filtration, thickening and filtering of tailings. The Mantos Blancos Phase II study is expected toward the end of 2025.

For additional information, please refer to Capstone's press release dated January 20, 2025, titled "Capstone Copper Provides 2024 Production Results and Provides 2025 Guidance" and Capstone's press release dated May 1, 2025 titled "Capstone Copper Reports First Quarter 2025 Results", both 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.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

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.

An independent review board ("IRB") has been created to identify the causes of the failure by performing an independent review of the design, construction, operation, maintenance and monitoring of the heap leach facility. The IRB will include a timeline for the event, a conclusion about why the failure occurred and any contributing factors. The report will be made available to the public and may inform requirements or conditions that may be implemented for any future re-start of the Eagle Gold mine. The Receiver Report from November 2024 indicated that the IRB will provide the report to the Receiver, the First Nation of Na-cho Nyak Dun and the Minister of Energy, Mines and Resources by June 15, 2025.

For additional information, please refer to Victoria's press release dated June 24, 2024 titled "Victoria Gold: Eagle Gold Mine Heap Leach Pad Incident", Victoria's press release dated July 4, 2024 titled "Victoria Gold Provides Update on Eagle Gold Mine Incident", Victoria's press release dated July 12, 2024, titled "Victoria Gold: Update on Eagle Gold Mine" and Victoria's press release dated July 30, 2024, titled "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 (Dhilmar Ltd.)

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 operated by Dhilmar Ltd. ("Dhilmar"). Dhilmar acquired Éléonore from Newmont Corporation ("Newmont") in the first quarter of 2025 for a cash consideration of $795 million. Osisko currently receives a NSR royalty of 2.2% on production at the Éléonore mine.

Update on operations

On February 20, 2025, Newmont announced production at Éléonore of 69,000 ounces of gold in the fourth quarter of 2024 for a total of 240,000 ounces in 2024, compared to 232,000 ounces in 2023.

Update on Reserve and Resource Estimates

On February 20, 2025, Newmont reported Proven and Probable Mineral Reserves at Éléonore comprising 10.1 million tonnes grading 5.05 g/t Au for 1.6 million ounces of gold as at December 31, 2024, an increase of 7%, net of depletion.

For additional information, please refer to Newmont's press release dated February 20, 2025, titled "Newmont Reports Fourth Quarter and Full Year 2024 Results; Provides Full Year 2025 Guidance" and Newmont's press release dated February 20, 2025 titled "Newmont Reports 2024 Mineral Reserves of 134.1 Million Gold Ounces and 13.5 Million Tonnes of Copper", both filed on www.sedarplus.ca.

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 April 8, 2025, Central Asia reported sales of 105,453 ounces of payable silver to Osisko in the first quarter of 2025.

During the first quarter of 2025, 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 also continued, with additional stopes to follow over the course of 2025. As in 2024, previously mined voids were filled during the first quarter of 2025 to provide the necessary ground stability for current and future mining, as well as allowing a significant proportion of Sasa's tailings to be stored permanently underground.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Construction of the dry stack tailings ("DST") plant is complete. The plant has produced its first filter cake, which has been placed in the dedicated area prepared for the commissioning process within the boundaries of the DST landform. Expansion of the landform will continue over the rest of 2025.

For more information on the Sasa mine, refer to Central Asia's press release dated April 8, 2025, titled "Q1 2025 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 includes 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 April 30, 2025, Alamos reported first quarter production at the Island Gold District of 59,200 ounces of gold compared to 33,400 ounces in the first quarter of 2024. The 77% increase from the prior year period was driven by the inclusion of the Magino mine (Osisko has no royalty interest in Magino's current producing area), which was acquired in July 2024, as well as an increase in tonnes and grades processed from Island Gold. At Island Gold, underground mining rates averaged 1,225 tpd in the first quarter, consistent with guidance; grades mined averaged 11.50 g/t Au in the first quarter, 9% higher than in the prior year period and consistent with annual guidance. Mill throughput averaged 1,212 tpd and mill recoveries averaged 98% during the first quarter, also consistent with guidance.

Update on Island Gold Phase 3+ Expansion

In 2022, Alamos announced the Phase 3+ Expansion at Island Gold to 2,400 tpd from the current rate of 1,200 tpd, which will involve various infrastructure investments. These include the installation of a shaft, paste plant, as well as accelerated development to support the higher mining rates. Following the completion of the expansion in 2026, the operation will transition from trucking ore and waste up the ramp to skipping ore and waste to surface through the new shaft infrastructure, driving production higher and costs significantly lower.

On September 4, 2024, Island Gold announced an update to the Phase 3+ Expansion. As of March 31, 2025, 75% of the total initial capital has been spent and committed on the project. The Phase 3+ Expansion remains on schedule to be completed in the first half of 2026.

Update on Reserve and Resource Estimates

On February 18, 2025, Alamos announced that Mineral Reserves and Resources increased by 9% as at December 31, 2024, including an increase of Mineral Reserves of 32% to 2.3 million ounces with grades increasing by 11% (6.2 million tonnes grading 11.4 g/t Au), driven by significantly higher-grade additions across the main structure and an increase in Measured and Indicated Mineral Resources, which stood at 601,000 ounces (2.1 million tonnes grading 8.76 g/t Au) while Inferred Mineral Resources reached 3.8 million ounces (7.1 million tonnes grading 16.52 g/t Au).

The increase in Island Gold's Mineral Reserves, net of depletion, marked the 12th consecutive year of growth. Grades also increased 11% to 11.40 g/t Au, an impressive outcome given the higher grades mined during 2024, which averaged 12.47 g/t Au. The increase was driven by higher-grade additions across the main structure (C/E1E-zones), particularly in the Island Main and East areas. With the main structure open laterally and at depth, and several recently defined high-grade zones in the hanging wall and footwall, this long-term pace of growth is expected to continue.

Update on exploration

On February 18, 2025, Alamos announced that a total of $27 million is budgeted for exploration at the Island Gold District in 2025, up from the $20 million spent 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.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

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 the main Island Gold deposit (E1E and C-Zones), as well as within a growing number of newly defined hanging-wall and footwall zones.

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 and focused on the conversion of the large Mineral Resource base to Mineral Reserves.

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 hectare land package in support of future exploration targeting.

On April 30, 2025, Alamos announced that during the first quarter at Island Gold, 8,504 metres of underground exploration drilling was completed in 32 holes, and 3,492 metres of surface drilling was completed in six holes. Additionally, a total of 7,416 metres of underground delineation drilling was completed in 26 holes, focused on in-fill drilling to convert Mineral Resources to Mineral Reserves. A total of 72 metres of underground exploration drift development was also completed during the first quarter.

For more information, refer to Alamos' press release dated January 13, 2025 titled "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", Alamos' press release dated February 18, 2025 titled "Alamos Gold Reports Mineral Reserves and Resources for the Year-Ended 2024" and Alamos' press release dated April 30, 2025 titled "Alamos Gold Reports First Quarter 2025 Results", all filed on www.sedarplus.ca.

CSA Streams (MAC Copper Limited)

Osisko, through 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.

In July 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. As of March 31, 2025, a total of 972 tonnes of copper have been delivered to Osisko Bermuda under the stream agreement.

Guidance - 2024 to 2026

On February 24, 2025, MAC Copper maintained its production guidance for the next two years, which was originally  released on July 22, 2024. Copper production is expected to range between 43,000 to 48,000 tonnes in 2025 and 48,000 to 53,000 tonnes in 2026. This two-year production guidance is based primarily on Mineral Reserves, but also on Measured and Indicated Mineral Resources (as at December 31, 2024). 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.

The CSA copper mine is high grade in general, but a small number of very high-grade stopes (plus 8% copper) comprise an outsized proportion of annual production. The sequencing of these can have a significant impact on month-to-month production and along with typical summer storms and power interruptions, the March quarters are typically the weakest quarter in a year. This trend is continuing in 2025 and the company expects the March 2025 quarter production to be down on the prior quarter and the weakest quarter for 2025 as seen with the 2024 trend.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Update on operations

On April 29, 2025, MAC Copper announced quarterly copper production of 8,644 tonnes at the CSA mine, compared to 8,786 tonnes in the first quarter of 2024. Management noted that the March quarters are always the seasonally lowest production quarter at the CSA copper mine and this is what was seen again in 2025. First quarter production followed a very strong December 2024 quarter and MAC Copper expects to see production rates increase again during the year, as it was the case in 2024. Copper production is driven by small numbers of large tonnage, high grade stopes and the timing of when these are sequenced in the year. As a result, copper production in the first quarter of 2025 decreased by 24% at 4.1% Cu with a higher grade stope only accessed in the latter part of March.

Update on exploration

On February 24, 2025, MAC Copper noted that it has identified significant mineralization in the upper parts of the CSA copper mine (above the 900 metres below surface level) that has previously been referred to as a series of deposits (including QTSS Upper) and levels. In order to identify this as a separate operation, the company is calling all mineralization above the 900 metres below surface level the "Merrin Mine".

MAC Copper is now able to quote an Inferred Mineral Resource for a portion of the known zinc mineralization in this area. In addition, there is substantial copper mineralization that is not currently in a format able to be quoted as a Mineral Resources, but for which MAC Copper has sufficient information and confidence to commence mine planning to extract both the zinc and copper in the Merrin Mine.

Update on Mineral Reserve and Resource Estimates

On February 24, 2025, MAC Copper announced an updated 2024 Mineral Resources and Mineral Reserves statement, including:

  • Updated life-of-mine of 12 years based on Mineral Reserves only;
  • Mineral Reserves of 545,000 tonnes of copper and 6.8 million ounces of silver (15.9 million tonnes grading 3.4% Cu and 13.3 g/t Ag);
  • Measured and Indicated Mineral Resources of 286,000 tonnes of copper and 3 million ounces of silver (5.6 million tonnes grading 5.1% Cu and 16.7 g/t Ag);
  • Inferred Mineral Resources of 178,000 tonnes of copper and 3.9 million ounces of silver (5.4 million tonnes grading 3.3% Cu and 22 g/t Ag); and
  • 2024 Mineral Reserves only extends 70 metres vertically below the current decline position requiring only minimal annual development.

For more information, refer to MAC Copper's press release dated February 24, 2025 titled "MAC Copper Limited Announces 2024 Resource and Reserve Statement and Production Guidance" and MAC Copper's press release dated April 29, 2025 titled "MAC Copper Limited Announces March 2025 Quarterly Report", both 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, 2025, 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 April 9, 2025, First Majestic announced production of 339,784 ounces of silver and 21,408 ounces of gold in the first quarter of 2025 at Ermitaño. The mill processed 270,203 tonnes of ore, 20% higher than the same period last year, with average silver and gold head grades of 58 g/t and 2.59 g/t, respectively. Silver and gold recoveries during the quarter averaged 68% and 95%, respectively, consistent with 69% and 95% in the same period last year. During the quarter, seven drill rigs consisting of five surface rigs and two underground rigs completed 16,809 metres of drilling on the property.


Osisko Gold Royalties Ltd
2025 – First Quarter 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 released on March 31, 2025 (see below). 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.

Update on Mineral Reserve and Resource Estimates

On March 31, 2025, First Majestic released updated 2024 Mineral Reserve and Mineral Resource estimates for the Ermitaño underground mine. Ermitaño's Proven Mineral Reserve is estimated at 2.2 million ounces of silver and 93,000 ounces of gold (797,000 tonnes grading 85 g/t Ag and 3.65 g/t Au) and Probable Mineral Reserve is estimated at 2.5 million ounces of silver and 105,000 ounces of gold (2.0 million tonnes grading 38 g/t Ag and 1.61 g/t Au).

The Navidad discovery at Santa Elena added 2.3 million tonnes of Inferred Mineral Resources containing 5.9 million ounces of silver and 249,000 ounces of gold with metal grades of 81 g/t Ag and 3.42 g/t Au, respectively. To date, only a portion of the newly delineated vein system has been classified within the resource estimate, with significant upside potential to be realized through additional drilling.

For more information, refer to First Majestic's press release dated July 30, 2024 titled "First Majestic Announces New High-Grade Gold and Silver Discovery at Santa Elena", First Majestic's press release dated February 4, 2025 titled "First Majestic Reports Exploration Success for Navidad at Santa Elena", First Majestic's press release dated February 13, 2025 titled "First Majestic Announces 2025 Production and Cost Guidance and Announces Conference Call Details", First Majestic's press release dated March 31, 2025 titled "First Majestic Announces 2024 Mineral Reserve and Mineral Resource Estimates" and First Majestic's press release dated April 9, 2025 titled "First Majestic Produces 7.7 Million AgEq Ounces in Q1 2025 Including a Record 3.7 Million Silver Ounces",  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 March 31, 2025, SSR Mining reported 2025 annual guidance for the Seabee mine of 70,000 to 80,000 ounces of gold.

Seabee's 2025 production is expected to be strongest in the first quarter of the year, reflecting the processing of ore from a higher grade stope that was first accessed in the fourth quarter of 2024. For the remainder of 2025, grades are expected to reflect Seabee's Mineral Reserve grade and average between 5.0 and 5.5 g/t Au, and processing plant throughputs are expected to average approximately 1,300 to 1,350 tpd.

Update on operations

On May 6, 2025, SSR Mining announced production of 26,001 ounces of gold at Seabee in the first quarter of 2025, compared to 23,773 ounces in the first quarter of 2024. Processed grades of 9.00 g/t Au during the first quarter of 2025 were a result of continued positive grade reconciliation in Santoy 9.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Update on exploration

On March 31, 2025, SSR Mining reported that exploration and resource development expenditures at Seabee are estimated at $16 million with a focus on defining initial Mineral Reserves at the Porky targets. Further drilling will also be completed at the Gap Hangingwall to evaluate potential extensions to the existing Mineral Reserves and mine life at Seabee. Earlier stage exploration activity also continues across the broader Seabee property, including mapping and sampling new outcrop exposures created by the 2024 forest fires at a number of regional targets.

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 the 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 titled “SSR Mining Reports Fourth Quarter and Full-Year 2024 Results”, SSR Mining’s press release dated March 31, 2025 titled “SSR Mining Provides 2025 Operating Guidance” and SSR Mining’s press release dated May 6, 2025 titled “SSR Mining Reports First Quarter 2025 Results”, all filed on www.sedarplus.ca, as well as 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, operated by Taseko Mines Limited ("Taseko") 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 in 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 March 31, 2025, 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.

On May 1, 2025, Taseko announced that challenging ground conditions at the top of the current connector pit pushback have led to lower mining productivities in recent months, which will delay the release of higher-grade ore from the second quarter to the third quarter. As a result, copper production for 2025 is expected to be about 10 million pounds (~8%) lower than the previous guidance.

Update on operations

On May 1, 2025, Taseko reported production of 20.0 million pounds of copper in the first quarter of 2025, compared to 29.7 million pounds in the first quarter of 2024. Mill throughput exceeded design capacity in the first quarter and head grades were in line with the plan. However, copper production in the quarter was impacted by lower than expected metallurgical recoveries from oxidized ore. Significantly higher grades and recoveries are expected in the second half of 2025 year and in 2026.

For more information, refer to Taseko's press release dated January 9, 2025 titled "Taseko Announces 2024 Production Results and Amendment to Gibraltar Silver Stream" and Taseko's press releases dated May 1, 2025 titled "Taseko Reports First Quarter 2025 Earnings", both filed on www.sedarplus.ca.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

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 Complex is operated by Eldorado Gold Corporation ("Eldorado") and is located in Québec, Canada.

Guidance - 2025

On February 5, 2025, Eldorado released its 2025 production guidance at the Lamaque Complex of 170,000 to 180,000 ounces of gold, unchanged from the previously guided range. In 2025, the focus remains on further resource conversion drilling at Triangle and Ormaque and the completion of a second bulk sample.

Sustaining capital expenditures are expected to range between $85 and $95 million for 2025 to include significant underground mine development and resource conversion drilling at the Triangle deposit, as Eldorado targets the C8 zone. Expected growth capital is estimated between $70 and $75 million for 2025, and primarily includes development and infrastructure to access the Ormaque deposit, construction of the North Basin, a new water basin that is expected to extend the life of the Sigma tailings storage facility, and construction of the paste plant.

Update on operations

On May 1, 2025, Eldorado announced production at the Lamaque Complex of 40,438 ounces of gold, a 4% decrease from the 42,299 ounces of gold produced in the first quarter of 2024, primarily due to lower grades and gold recovery, partially offset by higher throughput. Average grade decreased to 5.38 g/t Au in the first quarter of 2025 from 5.81 g/t Au in the first quarter of 2024. Production is expected to increase in the second quarter with higher grades expected as a result of mine sequencing.

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 a total of 1.3 million ounces of gold. 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 an 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 January 27, 2025 titled "Eldorado Updates Lamaque Complex Technical Report; Demonstrating Significant Value and Potential to Extend Mine Life to 17 Years", Eldorado's press release dated February 5, 2025 titled "Eldorado Gold Provides Skouries Project Update; 2025 Detailed Company Production & Cost Guidance; Updated Three-Year Growth Profile; Conference Call Details" and Eldorado's press release dated May 1, 2025 titled "Eldorado Gold Reports Solid First Quarter 2025 Financial and Operational Results; Skouries Progressing to Plan", all filed on www.sedarplus.ca.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Equity Investments

The Company's assets include a portfolio of shares, mainly of publicly traded companies involved in the mining industry. 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 the first quarter of 2025, Osisko acquired equity investments for $10.6 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 March 31, 2025 (in thousands of dollars):

 
Investments
    Carrying
value (i)
    Fair
Value (ii)
 
      $     $  
               
Associates     40,086     49,619  
Other     66,153     66,153  
      106,239     115,772  

(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 March 31, 2025.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Principal investment in associates

Osisko Development Corp.

As at March 31, 2025, 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).

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 March 28, 2025, 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. The extraction, sampling, assaying, and analysis of mineralized material from the target zone is currently ongoing. Approximately 7,400 tonnes of material has been extracted to date. Lengthy timeframes for receipt of assays and analysis of the results have extended completion of the bulk sampling program into the second quarter of 2025. Once all information is available, a reconciliation process to compare the bulk sample results with the predicted tonnes and grade will be undertaken.

On April 28, 2025, Osisko Development released a NI 43-101 compliant optimized feasibility study, which outlined average annual gold production of approximately 190,000 ounces over a 10-year mine life, with an after-tax net present value of C$943 million at a 5% discount rate and an unlevered after-tax internal rate of return of 22.1% at $2,400 per ounce of gold. Using spot gold price of $3,300 per ounce of gold, the after-tax net present value at a 5% discount rate increases to C$2.1 billion with an unlevered after-tax internal rate of return of 38.0%. 

On May 6, 2025, Osisko Development reported that its working capital position as at March 31, 2025 will not be sufficient to meet its obligations, commitments and forecasted expenditures up to the period ending March 31, 2026. 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 March 31, 2025, the Company held 33,333,366 common shares representing a 24.4% interest in Osisko Development (24.4% as at December 31, 2024). 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).


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

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 2024, Osisko was 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.

In the first quarter of 2025, the Company continued to support the local communities around its head office and those around its mining partners through different initiatives across three pillars: education, social/community, and climate change/environmental.

In early 2025, 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 2024 office-based Scope 2 and Scope 3 indirect emissions (excluding financed emissions).

For a detailed review Osisko's sustainability initiatives, refer to the fifth edition of Osisko's sustainability report, Growing Responsibly, published on April 17, 2025, and available on the Company's website (www.osiskogr.com).

Dividends and Normal Course Issuer Bid

The following table provides details on the dividends declared by the Company for first quarter of 2025 and the year ended December 31, 2024:

 
Declaration date
    Dividend
per share
    Record
date
    Payment
date
    Total
dividends
 
      C$                 $  
                           
February 19, 2025     0.065     March 31, 2025     April 15, 2025     8,475,000  
                           
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  

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 March 31, 2025, the holders of 19.3 million common shares had elected to participate in the DRIP, representing dividends payable of $0.9 million. Therefore, 43,289 common shares were issued on April 15, 2025 at a discount rate of 3%.

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.

During the three months ended March 31, 2025, the Company did not purchase any common shares under the NCIB program.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Gold Market and Currency

Gold Market

The gold market continued to post strong gains in 2024 and prices rose 26% to reach $2,609 per ounce by the end of 2024. In the first quarter of 2025, the gold price averaged $2,860 per ounce, its highest ever quarterly average in nominal dollars and an increase of 7% when compared to the average in the fourth quarter of 2024. The gold price closed the quarter at $3,115 per ounce, and continued its upward trend in the month of April.

The historical price is as follows:

(per ounce of gold) High Low Average Close
         
2025 - Q1 $3,115  $2,633  $2,860  $3,115 
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

Currency

The exchange rates for the Canadian/U.S. dollar are outlined below:

  High Low Average Close
         
2025 - Q1 0.7059 0.6848 0.6968 0.6956
2024 0.7510 0.6937 0.7302 0.6950
2023 0.7617 0.7207 0.7410 0.7561
2022 0.8031 0.7217 0.7692 0.7383
2021 0.8306 0.7727 0.7980 0.7888

Selected Financial Information

(in thousands of dollars, except figures for ounces and amounts per ounce and per share) (1)

 
 
  Three months ended
March 31,
 
    2025     2024  
    $     $  
             
Revenues   54,916     45,047  
Cost of sales   (1,619 )   (1,359 )
Depletion   (7,744 )   (8,546 )
Gross profit   45,553     35,142  
             
Operating income   38,515     29,587  
             
Net earnings   25,640     11,169  
Net earnings per share - basic and diluted   0.14     0.06  
             
Total assets   1,388,729     1,444,017  
             
Total long-term debt   74,346     112,135  
             
Operating cash flows   46,079     37,362  
             
Dividend per common share (C$)   0.065     0.060  
             
Weighted average shares outstanding (in thousands)            
    Basic   186,979     185,761  
    Diluted   188,425     186,870  
             
Average realized price of gold (per ounce sold)   2,863     2,073  

(1) Unless otherwise noted, financial information is in U.S. dollars and prepared in accordance with IFRS Accounting Standards.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Overview of Financial Results

Financial Summary - First Quarter of 2025

  • Revenues from royalties and streams of $54.9 million ($45.0 million in Q1 2024);

  • Gross profit of $45.6 million ($35.1 million in Q1 2024);

  • Operating income of $38.5 million ($29.6 million in Q1 2024);

  • Net earnings of $25.6 million or $0.14 per basic share ($11.2 million or $0.06 per basic share in Q1 2024);

  • Adjusted earnings5  of $29.5 million or $0.16 per basic share ($22.0 million or $0.12 per basic share in Q1 2024); and

  • Cash flows provided by operating activities of $46.1 million ($37.4 million in Q1 2024).

Revenues from royalties and streams increased to $54.9 million in the first quarter of 2025 compared to $45.0 million in the first quarter of 2024, as a result of higher metal prices, partially offset by lower deliveries under the royalty and stream agreements, mostly due to the stoppage of operations at the Eagle Gold mine in June 2024.

Gross profit amounted to $45.6 million in the first quarter of 2025 compared to $35.1 million in the first quarter of 2024. Cost of sales increased, mostly as a result of higher metal prices, while depletion decreased due to lower deliveries.

General and administrative ("G&A") expenses and business development expenses increased in the first quarter of 2025 as a result of increased compensation expense (including increased share-based compensation) and increased activities. G&A expenses amounted to $5.0 million in the first quarter of 2025 compared to $4.5 million in the first quarter of 2024, while business development expenses amounted to $2.1 million in the first quarter of 2025 compared to $1.0 million in the first quarter of 2024.

Operating income in the first quarter of 2025 increased to $38.5 million compared to $29.6 million in the first quarter of 2024, mostly as a result of a higher gross profit, partially offset by increased G&A and business development expenses.

Net earnings in the first quarter of 2025 were $25.6 million, compared to $11.2 million in the first quarter of 2024. The increased in 2025 is mostly the result of a higher operating income and a lower share of loss of associates.

Adjusted earnings reached $29.5 million in the first quarter of 2025 compared to $22.0 million in the first quarter of 2024, mostly a result of a higher gross profit and lower finance costs, partially offset by higher G&A and business development expenses, 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 the first quarter of 2025 were $46.1 million, compared to $37.4 million in the first quarter of 2024. The increase was mainly the result of higher revenues, partially offset by higher G&A and business development expenses.

______________________________________________

5 "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
2025 – First Quarter Report
Management’s Discussion and Analysis

Consolidated Statements of Income (Loss)

The following table presents summarized consolidated statements of income for the three months ended March 31, 2025 and 2024 (in thousands of dollars):

      Three months ended
March 31,
 
      2025     2024  
      $     $  
               
Revenues (a)   54,916     45,047  
               
Cost of sales (b)   (1,619 )   (1,359 )
Depletion (c)   (7,744 )   (8,546 )
Gross profit (d)   45,553     35,142  
               
Other operating expenses              
General and administrative (e)   (4,959 )   (4,544 )
Business development (f)   (2,079 )   (1,011 )
               
Operating income     38,515     29,587  
               
Other expenses, net (g)   (5,010 )   (12,560 )
               
Earnings before income taxes     33,505     17,027  
               
Income tax expense (h)   (7,865 )   (5,858 )
               
Net earnings     25,640     11,169  

(a) Revenues are comprised of the following:

    Three months ended March 31,  
    2025     2024  
    Average selling
price
per ounce /
tonne ($)
    Ounces /
tonnes
sold
    Total revenues
($000's)
    Average
selling price
per ounce /
tonne ($)
    Ounces /
tonnes
sold
    Total revenues
($000's)
 
                                     
Gold sold   2,863     10,784     30,874     2,073     13,769     28,579  
Silver sold   32.71     484,011     15,833     23.78     502,914     11,960  
Copper sold   9,783     224     2,192     -     -     -  
Other (paid in cash)   -     -     6,017     -     -     4,508  
                54,916                 45,047  

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.

(b) Cost of sales mainly represents the acquisition price of the metals 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 three months ended March 31, 2025, cost of sales amounted to $1.6 million, compared to $1.4 million during the three months ended March 31, 2024. The increase in 2025 is mostly due to higher metal prices.

(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 first quarter of 2025 amounted to $7.7 million, compared to $8.5 million in the first quarter of 2024. The decrease in 2025 is mostly due to lower deliveries.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

(d) The breakdown of cash margin6 and gross profit per type of interest is as follows (in thousands of dollars):

    Three months ended
March 31,
 
    2025       2024  
    $       $  
               
Royalty interests              
Revenues   36,790       33,029  
Less: cost of sales (excluding depletion)   (145 )     (78 )
Cash margin (in dollars)   36,645       32,951  
               
Depletion   (2,710 )     (4,104 )
Gross profit   33,935       28,847  
               
Stream interests              
Revenues   18,126       12,018  
Less: cost of sales (excluding depletion)   (1,474 )     (1,281 )
Cash margin (in dollars)   16,652       10,737  
               
Depletion   (5,034 )     (4,442 )
Gross profit   11,618       6,295  
               
Royalty and stream interests
Total cash margin (in dollars)
  53,297       43,688  
Divided by: total revenues   54,916       45,047  
Cash margin (in percentage of revenues)   97.1%       97.0%  
               
Total - Gross profit   45,553       35,142  

(e) G&A expenses increased in the first quarter of 2025 to $5.0 million from $4.5 million in the first quarter of 2024, mostly as a result of increased compensation expense (including increased share-based compensation).

(f) Business development expenses increased in the first quarter of 2025 to $2.1 million from $1.0 million in the first quarter of 2024, mostly as a result of increased compensation expense (including increased share-based compensation) and increased activities.

(g) Other expenses, net of $5.0 million in the first quarter of 2025 include a share of loss of associates of $3.8 million, finance costs of $1.7 million and a change in fair value of financial assets at fair value through profit and loss of $0.3 million, partially offset by interest income of $0.6 million and a foreign exchange gain of $0.2 million.

Other expenses, net of $12.6 million in the first quarter of 2024 include a share of loss of associate of $10.1 million, finance costs of $2.8 million and a foreign exchange loss of $2.4 million, partially offset by a change in expected credit loss of $1.4 million, interest income of $1.0 million and a change in fair value of financial assets at fair value through profit and loss of $0.3 million.

(h) The effective income tax rate in the first quarter of 2025 is 23.5%, compared to 34.4% in the comparative period of 2024. The statutory rate is 26.5% in 2025 and 2024. The elements that impacted the effective income tax rates are other income not taxable, other expenses not deductible and revenues taxable at different rates. Cash taxes of $0.6 million were paid in the first quarter of 2025 compared to $0.4 million in the first quarter of 2024. Cash taxes paid were related to taxes on royalties earned in foreign jurisdictions.

______________________________________________

6 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
2025 – First Quarter Report
Management’s Discussion and Analysis

Liquidity and Capital Resources

As at March 31, 2025, the Company's cash position amounted to $63.1 million compared to $59.1 million as at December 31, 2024.

Significant variations in the liquidity and capital resources for the three months ended March 31, 2025 are summarized below and explained under the Cash Flows section of this MD&A.

Revolving credit facility

A total amount of C$550.0 million ($382.6 million) is available under the revolving credit facility (the "Facility"), with an additional uncommitted accordion of up to C$200.0 million ($139.1 million).

The maturity date of the Facility is April 30, 2028 and 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, and 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 March 31, 2025, the effective interest rate on the drawn balance was 5.3%, including the applicable margin.

The Facility includes covenants that require the Company to maintain certain financial ratios, including leverage ratios, and to meet certain non-financial requirements. As at March 31, 2025, all such ratios and requirements were met.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Cash Flows

The following table summarizes the cash flows for the three months ended March 31, 2025 and 2024 (in thousands of dollars):

    Three months ended
March 31,
 
    2025     2024  
    $     $  
Cash flows            
Operations   47,053     37,858  
Working capital items   (974 )   (496 )
Operating activities   46,079     37,362  
Investing activities   (16,666 )   3,177  
Financing activities   (25,449 )   (38,957 )
Effects of exchange rate changes on cash   10     (682 )
Increase in cash   3,974     900  
Cash - January 1   59,096     51,204  
Cash - March 31   63,070     52,104  

Operating Activities

In the first quarter of 2025, cash flows provided by operating activities amounted to $46.1 million compared to $37.4 million in the first quarter of 2024. The increase was mainly the result of higher revenues, partially offset by higher G&A and business development expenses.

Investing Activities

During the first quarter of 2025, cash flows used by investing activities amounted to $16.7 million compared to cash flows provided by investing activities of $3.2 million in the first quarter of 2024.

In the first quarter of 2025, the Company acquired equity investments for $10.6 million and advanced $0.8 million to an associate (in the form of an increase in a note receivable presented as other investments on the consolidated balance sheets). Osisko also invested $5.3 million in royalty and stream interests.

In the first quarter of 2024, the disposal of equity investments generated proceeds of $2.4 million. An additional amount of $1.4 million was received from the partial repayment of the Stornoway bridge loan, which was fully provisioned in 2023. The cash inflows were partially offset by an increase in a note receivable from an associate in an amount of $0.7 million.

Financing Activities

During the first quarter of 2025, cash flows used by financing activities amounted to $25.4 million compared to $39.0 million in the first quarter of 2024.

In the first quarter of 2025, Osisko repaid a net amount of $19.6 million on its revolving credit facility, paid $7.6 million in dividends and $0.7 million in withholding taxes on the settlement of restricted and deferred share units, and received proceeds from the exercise of share options and the share purchase plan for $2.6 million.

In the first quarter of 2024, Osisko repaid an amount of $32.4 million under its revolving credit facility, paid $7.7 million in dividends and $2.2 million in withholding taxes on the settlement of restricted and deferred share units, and received proceeds from the exercise of share options and the share purchase plan for $3.6 million.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

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)

    2025       2024     2023  
    Q1       Q4     Q3     Q2     Q1     Q4     Q3     Q2  
                                                    
GEOs   19,014       20,005     18,408     20,068     22,259     23,275     23,292     24,465  
Cash   63,070       59,096     43,366     48,018     52,104     51,204     52,330     70,033  
Total assets   1,388,729       1,377,634     1,385,713     1,382,089     1,444,017     1,486,472     1,663,396     2,191,128  
Total long-term debt   74,346       93,900     59,816     79,610     112,135     145,080     233,262     319,650  
Equity   1,213,894       1,188,953     1,215,186     1,215,186     1,237,585     1,247,931     1,227,238     1,748,097  
Revenues   54,916       56,742     41,977     47,391     45,047     47,835     46,276     45,059  
Net cash flows from operating activities   46,079       49,765     34,564     38,234     37,362     37,148     32,408     35,278  
Impairment of assets, net of income taxes   -       -     -     36,425     -     66,537     20,639     16,032  
Net earnings (loss)   25,640       7,105     13,409     (15,416 )   11,169     (51,234 )   (14,703 )   13,100  
Basic and diluted net earnings (loss) per share   0.14       0.04     0.07     (0.08 )   0.06     (0.28 )   (0.08 )   0.07  
Weighted average shares outstanding (000's)                                                  
- Basic   186,979       186,747     186,408     186,217     185,761     185,353     185,304     185,093  
- Diluted   188,425       188,180     187,732     186,217     186,870     185,353     185,304     186,267  
Share price - TSX - closing (C$)   30.37       26.03     25.05     21.32     22.23     18.91     15.95     20.36  
Share price - NYSE - closing   21.12       18.10     18.51     15.58     16.42     14.28     11.75     15.10  
Price of gold (average)   2,860       2,663     2,474     2,338     2,070     1,971     1,928     1,976  
Closing exchange rate (2) (C$/US$)   0.6956       0.6950     0.7408     0.7306     0.7380     0.7561     0.7396     0.7553  

(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 the first quarter of 2025, the Company repaid a net amount of $19.6 million on its revolving credit facility.

During the fourth quarter of 2024, the Company drew $35.0 million on its revolving credit facility to finance the acquisition of royalty and stream interests.

During the second quarter of 2024, the Company repaid $32.3 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.

During the first quarter of 2024, the Company repaid $32.4 million on its revolving credit facility.

During the fourth quarter of 2023, the Company sold its equity investment in Osisko Mining Inc. 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
2025 – First Quarter Report
Management’s Discussion and Analysis

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 three months ended March 31, 2025 and 2024, royalty, stream and other interest revenues were earned from the following jurisdictions (in thousands of dollars):

    North America (i)     South America     Australia     Europe     Total  
    $     $     $     $     $  
                               
2025                              
                               
Royalties   35,343     1,182     265     -     36,790  
Streams   2,135     7,539     4,869     3,583     18,126  
                               
    37,478     8,721     5,134     3,583     54,916  
                               
2024                              
                               
Royalties   32,809     185     35     -     33,029  
Streams   1,576     6,124     2,452     1,866     12,018  
                               
    34,385     6,309     2,487     1,866     45,047  
                               
  (i) 91% of North America’s revenues were generated from Canada during the three months ended March 31, 2025 (90% during the three months ended March 31, 2024).

For the three months ended March 31, 2025, two royalty and stream interests generated revenues of $28.3 million (two royalty and stream interests generated revenues of $25.7 million for the three months ended March 31, 2024), which represented 51% of revenues (57% of revenues for the three months ended March 31, 2024), including one royalty interest that generated revenues of $20.7 million ($19.6 million for the three months ended March 31, 2024).

For the three months ended March 31, 2025, revenues generated from precious metals represented 96% of total revenues (almost 100% for the three months ended March 31, 2024).


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Geographic net assets

The following table summarizes the royalty, stream and other interests by jurisdiction, as at March 31, 2025 and December 31, 2024, 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
 
    $     $     $     $     $     $     $  
                                           
March 31, 2025                                    
                                           
Royalties   390,147     126,853     58,628     49,950     5,002     10,342     640,922  
Streams   145,972     126,055     134,454     -     22,300     31,919     460,700  
Offtakes   -     -     7,067     -     3,704     -     10,771  
                                           
    536,119     252,908     200,149     49,950     31,006     42,261     1,112,393  
                                           
                                     
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  
   
  (i) 78% of North America's net interests are located in Canada as at March 31, 2025 (78% as at December 31, 2024).

Related Party Transactions

During the three months ended March 31, 2025, the Company advanced additional funds to an associate ($0.8 million). As at March 31, 2025, a note receivable from an associate of $13.0 million is included in other investments ($12.2 million as at December 31, 2024). The note receivable is secured by the assets of the associate.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Contractual Obligations and Commitments

Investments in royalty and stream interests

As at March 31, 2025, 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
2025 – First Quarter Report
Management’s Discussion and Analysis

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 March 31, 2025, 972 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 March 31, 2025, 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 March 31, 2025, a total of 6.6 million ounces of silver have been delivered to Osisko Bermuda under the stream agreement.

(4) On October 27, 2023, Stornoway announced it was 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 May 7, 2025, 187,466,956 common shares and 1,806,566 share options were issued and outstanding.

Subsequent Events to March 31, 2025

Revolving credit facility

Subsequent to March 31, 2025, the Company repaid a total amount of $30.0 million on its revolving credit facility.

Dividends

On May 7, 2025, the Board of Directors declared a quarterly dividend of US$0.055 per common share payable on July 15, 2025 to shareholders of record as of the close of business on June 30, 2025.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

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, 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.

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.

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. 

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 three months ended March 31, 2025 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 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 three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Basis of Presentation of Consolidated Financial Statements

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements for the years ended December 31, 2024 and 2023, which have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. The accounting policies, methods of computation and presentation applied in these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year.

The financial statements included herein reflect all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year. Taxes on income in the interim period have been accrued using the tax rates that would be applicable to expected total annual income.

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, the comparative figures for 2024 have been restated (including in the notes to the consolidated financial statements).

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, 2025. 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:

  • the structure of the statement of profit or loss;
  • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
  • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

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
2025 – First Quarter Report
Management’s Discussion and Analysis

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:

  • clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
  • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion;
  • add new disclosures for certain instruments with contractual terms that can change cash flows; and
  • update disclosures for equity instruments designated at fair value through other comprehensive income.

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.

Critical Accounting Estimates and Significant Judgements

The preparation of consolidated 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 critical accounting estimates, as well as the significant judgements in applying the Company's accounting policies are consistent with those reported in the annual consolidated financial statements for the years ended December 31, 2024 and 2023, and 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 and in the interim unaudited consolidated financial statements for the three months ended March 31, 2025 and 2024, both 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.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

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.

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 to adjusted net earnings is presented below:

    Three months ended
March 31,
 
    2025     2024  
(in thousands of dollars,
except per share amounts)
  $     $  
             
Net earnings   25,640     11,169  
             
Adjustments:            
Foreign exchange (gain) loss   (160 )   2,411  
Share of loss of associates   3,752     10,053  
Changes in allowance for expected credit losses and write-offs   -     (1,399 )
Loss (gain) on investments   286     (388 )
Tax impact of adjustments   (41 )   136  
             
Adjusted earnings   29,477     22,032  
             
Weighted average number of common shares outstanding (000's)   186,979     185,761  
             
Adjusted earnings per basic share   0.16     0.12  


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

Forward-Looking Statements

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. 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.


Osisko Gold Royalties Ltd
2025 – First Quarter Report
Management’s Discussion and Analysis

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.

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
2025 – First Quarter Report
Management’s Discussion and Analysis

Corporate Information

Osisko Gold Royalties Ltd - Head Office Osisko Bermuda Limited
1100 av. des Canadiens-de-Montréal Cumberland House
Suite 300 1 Victoria Street
Montréal, Québec, Canada H3B 2S2 Hamilton HM11
Tel.: (514) 940-0670 Bermuda
Fax: (514) 940-0669 Tel.: (441) 824-7474
Email: info@osiskogr.com Fax: (441) 292-6140
Web site: www.osiskogr.com Michael Spencer, Managing Director
Brendan Pidcock, Vice President, Technical Services
   
   
Osisko Gold Royalties Ltd - Toronto Office  
100 King Street West  
Suite 5710  
Toronto, Ontario, Canada M5X 1K1  
   
Directors Officers
Norman MacDonald, Chair Jason Attew, President and Chief Executive Officer
Jason Attew, President and Chief Executive Officer Guy Desharnais, Vice President, Project Evaluation
Joanne Ferstman Iain Farmer, Vice President, Corporate Development
Edie Hofmeister André Le Bel, Vice President, Legal Affairs and Corporate Secretary
William Murray John Grant Moenting, Vice President, Capital Markets
Pierre Labbé Frédéric Ruel, Vice President, Finance and Chief Financial Officer
Wendy Louie Heather Taylor, Vice President, Sustainability and Communications
Candace MacGibbon  
David Smith  

Qualified Person (as defined by NI 43-101)
Guy Desharnais, Ph.D., P.Geo, Vice-President, Project Evaluation

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


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Osisko Gold Royalties Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com

FORM 52-109F2

CERTIFICATION OF INTERIM 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 interim financial report and interim MD&A (together, the "interim filings") of Osisko Gold Royalties Ltd (the "issuer") for the interim period ended March 31, 2025.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim 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, 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 end of the period covered by the interim filings

(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 interim 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: N/A


6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1st, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 7, 2025
   
   
  (s) Jason Attew
  Jason Attew
  President and Chief Executive Officer


EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 Osisko Gold Royalties Ltd.: Exhibit 99.4 - Filed by newsfilecorp.com

FORM 52-109F2

CERTIFICATION OF INTERIM 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 interim financial report and interim MD&A (together, the "interim filings") of Osisko Gold Royalties Ltd (the "issuer") for the interim period ended March 31, 2025.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim 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, 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 end of the period covered by the interim filings

(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 interim 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: N/A


6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1st, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 7, 2025
   
   
  (s) Frédéric Ruel
  Frédéric Ruel
Chief Financial Officer and Vice President, Finance


EX-99.5 6 exhibit99-5.htm EXHIBIT 99.5 Osisko Gold Royalties Ltd.: Exhibit 99.5 - Filed by newsfilecorp.com

OSISKO DECLARES 20% INCREASE IN SECOND QUARTER 2025 DIVIDEND

(Montreal, May 7, 2025) - Osisko Gold Royalties Ltd (the "Company" or "Osisko") (OR: TSX & NYSE) is pleased to announce that the Board of Directors has approved a second quarter 2025 dividend of US$0.055 per common share, a 20% increase over the previous quarterly dividend, based on the foreign exchange rate (C$/US$) on the declaration date of the first quarter dividend. The dividend will be paid on July 15, 2025 to shareholders of record as of the close of business on June 30, 2025. This dividend is an "eligible dividend" as defined in the Income Tax Act (Canada).

For shareholders residing in Canada, the Canadian dollar equivalent will be determined based on the daily rate published by the Bank of Canada on June 30, 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 July 15, 2025 to shareholders on record as of June 30, 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 is an intermediate precious metals royalty company focused on the Americas that commenced activities in June 2014. Osisko holds a North American and Australian focused portfolio of over 195 royalties, streams and precious metal offtakes. 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 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.


EX-99.6 7 exhibit99-6.htm EXHIBIT 99.6 Osisko Gold Royalties Ltd.: Exhibit 99.6 - Filed by newsfilecorp.com

OSISKO REPORTS Q1 2025 RESULTS

Strong Cash Flows of $46.1 Million from Operating Activities

Montréal, May 7, 2025 - Osisko Gold Royalties Ltd (the "Company" or "Osisko") (OR: TSX & NYSE) today announced its consolidated financial results for the first quarter of 2025. Amounts presented are in United States dollars, except where otherwise noted.

Highlights

• 19,014 gold equivalent ounces ("GEOs"1) earned (22,259 GEOs in Q1 20242);

• Revenues from royalties and streams of $54.9 million ($45.0 million in Q1 2024);

• Cash flows generated by operating activities of $46.1 million ($37.4 million in Q1 2024);

• Quarterly cash margin3 of $53.3 million or 97.1% ($43.7 million or 97.0% in Q1 2024);

• Net earnings of $25.6 million, $0.14 per basic share ($11.2 million, $0.06 per basic share in Q1 2024);

• Adjusted earnings3 of $29.5 million, $0.16 per basic share ($22.0 million, $0.12 per basic share in Q1 2024);

• Net repayment of $19.6 million under the revolving credit facility; 

• Cash balance of $63.1 million and debt of $74.3 million as at March 31, 2025;

• Acquisition of a 1.5% net smelter return ("NSR") royalty from Japan Gold Corp. ("Japan Gold") on Japan Gold's wholly-controlled properties in Japan for cash consideration of $5.0 million; and

• Declaration of a quarterly dividend of C$0.065 per common share paid on April 15, 2025 to shareholders of record as of the close of business on March 31, 2025.

Subsequent to March 31, 2025

• Additional repayments of $30.0 million under the Company's revolving credit facility;

• First payment received from Talisker Resources Ltd. under the Bralorne 1.7% NSR royalty;

• Acquisition of a basket of royalties across various projects in British Columbia from Sable Resources Ltd. ("Sable Resources") for consideration of C$3.8 million, as well as certain rights in relation to the future acquisition of similar interests from Sable Resources;

• Publication of the fifth edition of the Company's sustainability report, Growing Responsibly; and

• Declaration of a quarterly dividend of US$0.055 per common share, a 20% increase over the previous quarterly dividend, based on the foreign exchange rate (C$/US$) on the declaration date of the first quarter dividend. The dividend will be paid on July 15, 2025 to shareholders of record as of the close of business on June 30, 2025. 


Management Commentary

Jason Attew, President & CEO of Osisko commented: "Osisko's first quarter represented a good start for the Company in 2025 and serves as a solid base for Osisko to achieve its 2025 guidance range of 80,000 to 88,000 GEOs earned, especially considering that the Company's GEO deliveries are expected to sequentially improve quarter-by-quarter throughout the remainder of the year ahead. 

Looking ahead over the next few months, there are several upcoming catalysts to watch out for, including, but not limited to, Osisko Development's project financing initiatives on the back of last week's Optimized Feasibility Study results for the fully-permitted Cariboo gold project; a new life-of-mine plan at Alamos Gold's Island Gold District; and finally, the anticipated Implementation of the Scheme of Arrangement between Spartan Resources and Ramelius Resources, which, if implemented, could accelerate first production from Dalgaranga to late 2025, a full year ahead of Osisko's expectations when we acquired  the Dalgaranga 1.8% gross smelter return royalty in late September of 2024."

Norman MacDonald, Board Chair of Osisko, also commented: “Tomorrow’s Annual and Special Meeting of Shareholders will mark the end of Joanne Ferstman’s tenure as an Independent Director on Osisko’s Board. Joanne has been on Osisko’s Board of Directors from the very beginning, and, as such, both Board and Management would like to wholeheartedly thank Joanne for her many years of leadership, guidance and service. Her attention to detail and dedication to realizing the Company’s strategic vision, amongst her many other skills, will be missed. We would also like to wish Joanne all the best in her future endeavours.”

Q1 2025 RESULTS CONFERENCE AND WEBCAST CALL DETAILS

Conference Call: Thursday, May 8th, 2025 at 10:00 am ET
   
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: 33088
   
Webcast link:
(Option 2)
https://viavid.webcasts.com/starthere.jsp?ei=1713958&tp_key=482b1aae4e
 
Replay (available until Sunday, June 8th, 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: 33088#
  Replay also available on our website at www.osiskogr.com

Annual and Special Meeting of Shareholders

The Company's 2025 Annual and Special Meeting of shareholders will be held on May 8, 2025 in Montréal, Québec.


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 195 royalties, streams and precious metal offtakes, including 21 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 x116
Cell: (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
March 31,
 
    2025       2024  
               
Gold (i) $ 2,860        $ 2,070  
Silver (ii) $ 31.88     $ 23.34  
Copper (iii) $ 9,340     $ 8,438  
               
Exchange rate (C$/US$) (iv)   0.6968       0.7415  

(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) Three months ended March 31, 2024 ("Q1 2024").

(3) Non-IFRS Measures

Cash margin

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
March 31,
 
    2025       2024  
    $          $  
               
Royalty interests              
Revenues   36,790       33,029  
Less: cost of sales (excluding depletion)   (145 )     (78 )
Cash margin (in dollars)   36,645       32,951  
               
Depletion   (2,710 )     (4,104 )
Gross profit   33,935       28,847  
               
Stream interests              
Revenues   18,126       12,018  
Less: cost of sales (excluding depletion)   (1,474 )     (1,281 )
Cash margin (in dollars)   16,652       10,737  
               
Depletion   (5,034 )     (4,442 )
Gross profit   11,618       6,295  
               
Royalty and stream interests
Total cash margin (in dollars)
  53,297       43,688  
Divided by: total revenues   54,916       45,047  
Cash margin (in percentage of revenues)   97.1%       97.0%  
               
Total - Gross profit   45,553       35,142  

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 to adjusted net earnings is presented below:

    Three months ended
March 31,
 
    2025       2024  
(in thousands of dollars,
except per share amounts)
  $          $  
               
Net earnings   25,640       11,169  
               
Adjustments:              
Foreign exchange (gain) loss   (160 )     2,411  
Share of loss of associates   3,752       10,053  
Changes in allowance for expected credit losses and write-offs   -       (1,399 )
Loss (gain) on investments   286       (388 )
Tax impact of adjustments   (41 )     136  
               
Adjusted earnings   29,477       22,032  
               
Weighted average number of common shares outstanding (000's)   186,979       185,761  
               
Adjusted earnings per basic share   0.16       0.12  


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. Forward-looking statements are statements other than statements of historical fact, that address, without limitation, future events, that Osisko will meet its guidance estimate, that development and milestones to be achieved by operators of the properties in which the Company holds interest will be achieved in a timely manner. 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, (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 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; (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 or (c) the determination of Osisko's PFIC status (d) that preliminary financial information may be subject to quarter end adjustments. 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 Osisko's ongoing income and assets relating to determination of its PFIC status, and 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.

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 press release are not guarantee of future performance and should not be unduly relied upon. In this press release, 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 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 March 31, 2025 and December 31, 2024
(Unaudited)
(tabular amounts expressed in thousands of United States dollars)

    March 31,     December 31,  
    2025     2024  
    $     $  
Assets            
             
Current assets            
             
Cash    63,070     59,096  
Amounts receivable   2,773     3,106  
Other assets   1,511     1,612  
    67,354     63,814  
             
Non-current assets            
             
Investments in associates   40,086     43,262  
Other investments   85,403     74,043  
Royalty, stream and other interests   1,112,393     1,113,855  
Goodwill   77,353     77,284  
Other assets   6,140     5,376  
    1,388,729     1,377,634  
             
Liabilities            
             
Current liabilities            
             
Accounts payable and accrued liabilities   3,923     5,331  
Dividends payable   8,457     8,433  
Lease liabilities   1,132     852  
    13,512     14,616  
             
Non-current liabilities            
             
Lease liabilities   4,539     3,931  
Long-term debt   74,346     93,900  
Deferred income taxes   82,438     76,234  
    174,835     188,681  
             
Equity            
             
Share capital   1,680,514     1,675,940  
Contributed surplus   65,003     63,567  
Accumulated other comprehensive loss   (139,637 )   (141,841 )
Deficit   (391,986 )   (408,713 )
    1,213,894     1,188,953  
    1,388,729     1,377,634  


Osisko Gold Royalties Ltd
Consolidated Statements of Income
For the three months ended March 31, 2025 and 2024
(Unaudited)
(tabular amounts expressed in thousands of United States dollars, except per share amounts)

    2025     2024  
    $     $  
          (restated)  
Revenues   54,916     45,047  
             
Cost of sales   (1,619 )   (1,359 )
Depletion   (7,744 )   (8,546 )
Gross profit   45,553     35,142  
             
Other operating expenses            
General and administrative   (4,959 )   (4,544 )
Business development   (2,079 )   (1,011 )
Operating income   38,515     29,587  
Interest income   598     934  
Finance costs   (1,730 )   (2,767 )
Foreign exchange gain (loss)   160     (2,411 )
Share of loss of associates   (3,752 )   (10,053 )
Other (losses) gains, net   (286 )   1,737  
Earnings before income taxes   33,505     17,027  
Income tax expense   (7,865 )   (5,858 )
Net earnings   25,640     11,169  
             
Net earnings per share            
Basic and diluted   0.14     0.06  


Osisko Gold Royalties Ltd
Consolidated Statements of Cash Flows
For the three months ended March 31, 2025 and 2024
(Unaudited)
(tabular amounts expressed in thousands of United States dollars)

    2025     2024  
    $     $  
          (restated)  
Operating activities            
Net earnings   25,640     11,169  
Adjustments for:            
Share-based compensation   2,089     1,567  
Depletion and amortization   8,032     8,790  
Changes in expected credit loss of other investments   -     (1,399 )
Share of loss of associates   3,752     10,053  
Change in fair value of financial assets at fair value through profit and loss   286     (338 )
Foreign exchange (gain) loss   (92 )   2,437  
Deferred income tax expense   7,242     5,463  
Other   104     116  
Net cash flows provided by operating activities before changes in non-cash working capital items   47,053     37,858  
Changes in non-cash working capital items   (974 )   (496 )
Net cash flows provided by operating activities   46,079     37,362  
             
Investing activities            
Acquisitions of short-term investments   -     (667 )
Acquisitions of investments   (11,364 )   -  
Proceeds from disposal of investments   -     3,847  
Acquisitions of royalty and stream interests   (5,285 )   -  
Other   (17 )   (3 )
Net cash flows (used in) provided by investing activities   (16,666 )   3,177  
             
Financing activities            
Increase in long-term debt   10,437     -  
Repayment of long-term debt   (30,000 )   (32,394 )
Exercise of share options and shares issued under the share purchase plan   2,587     3,609  
Dividends paid   (7,610 )   (7,680 )
Withholding taxes on settlement of restricted and deferred share units   (653 )   (2,204 )
Other   (210 )   (288 )
Net cash flows used in financing activities   (25,449 )   (38,957 )
             
Increase in cash before effects of exchange rate changes   3,964     1,582  
Effects of exchange rate changes on cash   10     (682 )
Net increase in cash   3,974     900  
Cash - beginning of period   59,096     51,204  
Cash - end of period   63,070     52,104