Osisko Acquires Additional GOLD Royalty ON Barkerville’S Cariboo GOLD Project IN Canada
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OSISKO ACQUIRES ADDITIONAL GOLD ROYALTY ON BARKERVILLE’S
CARIBOO GOLD PROJECT IN CANADA
(Montréal, September 6, 2018) Osisko Gold Royalties Ltd ( “Osisko”) (OR: TSX & NYSE) is pleased
to announce that it has entered into a second amended and restated royalty purchase agreement (the
“Agreement”) with Barkerville Gold Mines Ltd. (“Barkerville”) pursuant to which it will acquire an
additional 1.75% net smelter return (“NSR”) royalty (the “Royalty”) for the aggregate purchase price of
C$20 million (the “Royalty Purchase”) on the Cariboo property (the “Property”) located in British
Columbia, Canada (the “Royalty Transaction”).
Under the terms of the Agreement, Barkerville also has the option to grant Osisko an additional 1%
NSR royalty on the Property (the “Royalty Option”) for additional cash consideration of C$13 million, at
any point between the closing date of the Royalty Transaction and December 31, 2018 (the "Royalty
Option Period"). In the event that (i) Barkerville announces a change of control during the Royalty
Option Period, or (ii) Osisko participates in an equity financing of Barkerville during the Royalty Option
Period, if the Royalty Option remains unexercised, Osisko will have the right to purchase the Royalty
Option.
The Royalty Transaction will have the effect of increasing Osisko’s existing royalty on the Property to a
total of 4% NSR royalty, and a total of 5% NSR royalty if the Royalty Option is exercised.
The acquisition of the Royalty provides Osisko with:
• A meaningful NSR royalty on a significant and growing Canadian high-grade gold deposit;
• Increased exposure to continued exploration success and resource growth from an extensive
land package representing one of the most advanced exploration projects in Canada; and
• Near-term cash flow from ongoing small-scale production from the Property while Barkerville
continues to develop a larger scale long-term mining plan on the Property.
As part of the Royalty Transaction, Barkerville will grant to Osisko 10,000,000 common share
purchase warrants (t he "Warrants"). The Warrants will be exchangeable for common shares of
Barkerville (the "Common Shares") at an exercise price of $0.75 per Common Share for a period of 36
months following the closing of the Royalty Transaction.
The Cariboo Gold Project
The Cariboo Gold Project currently hosts 1.6 million ounces in measured & indicated gold resources
from 8.1 million tonnes of ore with a grade of 6.1 grams of gold per tonne and 2.16 million ounces in
inferred resources from 12.7 million tonnes of ore with a grade of 5.2 grams of gold per tonne, as
outlined in a National Instrument 43- 101 report filed on SEDAR by Barkerville. The Property’s mineral
tenures cover 1,950 square kilometres along a strike length of 67 kilometres, which includes several
past producing placer and hard rock mines, making it one of the most well -endowed land packages in
British Columbia. The Bonanza deposit is currently being processed at Barkerville’s QR mill. QR is a
fully owned, permitted mill and tailings facility, located approximately 110 kilometres away from Wells,
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and can be accessed by an all -season road. Barkerville’s Greenfield team is developing quality
exploration assets throughout the remaining Property through systematic, scientific, exploration.
Immediately prior to the closing of the Royalty Transaction, Osisko had beneficial ownership of, or
control and direction over, (i) 142,309,310 Common Shares, representing approximately 32.4% of the
issued and outstanding Common Shares, and (ii) 5,666,527 Warrants. Immediately fol lowing the
closing of the Royalty Transaction Osisko will have beneficial ownership of, or control and direction
over, (i) 142,309,310 Common Shares, representing approximately 32. 4% of the issued and
outstanding Common Shares, and (ii) 15,666,527 Warrants . Following the closing of the Royalty
Transaction and after giving effect to the exercise of all the Warrants then held by Osisko, Osisko
would have beneficial ownership of, or control and direction over, 157,975,837 Common Shares,
representing approximately 34.7% of the Common Shares that would then be issued and outstanding.
Osisko acquired the Warrants for investment purposes and in accordance with applicable securities
laws, Osisko may, from time to time and at any time, acquire additional Common Shar es and/or other
equity, debt or other securities or instruments (collectively, "Securities") of Barkerville in the open
market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market
or otherwise at any time and f rom time to time, and to engage in similar transactions with respect to
the Securities, the whole depending on market conditions, the business and prospects of Barkerville
and other relevant factors.
Certain sections of this news release are issued under the early warning provisions of the Canadian
securities legislation. A copy of the early warning report to be filed by Osisko in connection with the
transaction described above will be available on SEDAR under Barkerville's profile. To obtain a copy
of the early warning report, you may also contact Joseph de la Plante, Vice President, Corporate
Development of Osisko at (514) 940-0670. Barkerville's head office is located at 1055 West Hastings
Street, Suite 2200, Vancouver, British Columbia, V6E 2E9.
Mr. Gu y Desharnais, Ph.D., P. Geo, is the qualified person for this release as defined by National
Instrument 43-101 – Standards of Disclosure for Mineral Projects and has reviewed and verified the
technical information contained herein. Mr. Guy Desharnais is an employee of Osisko and is non-
independent.
About Osisko Gold Royalties Ltd
Osisko Gold Royalties Ltd is an intermediate precious metal royalty company focused on the Americas
that commenced activities in June 2014. Following the acquisition of the Orion portfolio, it now holds a
North American focused portfolio of over 130 royalties, streams and precious metal offtakes. Osisko’s
portfolio is anchored by five cornerstone assets, including a 5% NSR royalty on the Canadian Malartic
Mine, which is the largest gold mine in Canada. Osisko also owns a portfolio of investments in publicly
held resource companies, including a 15.5% interest in Osisko Mining Inc. and a 12.7% interest in
Falco Resources Ltd.
Osisko’s head office is located at 1100 Avenue des Canadiens- de-Montréal, Suite 300, Montréal,
Québec, H3B 2S2.
Forward-looking Statements
Certain statements contained in this press release may be deemed “forward-looking information” and "forward-looking
statements" within the meaning of applicable Canadian Securi ties Laws and the United States Private Securities Litigation
Reform Act of 1995 (collectively, the “forward- looking statements”). All statements in this release, other than statements of
historical fact s, that address future events, developments or perfor mance that Osisko expects to occur including
management’s expectations regarding the closing of the Royalty Transaction, the benefi ts of the Royalty to Osisko and the
cash flows to be generated from the Royalty, mineral reserve and mineral resource estimat es are forward-looking
statements. Forward-looking statements are statements that are not historical facts and are generally, but not always,
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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 including, without limitation, the performance of the assets of Osisko, the realization of the anticipated
benefits deriving from its investments and the transaction with Barkerville . Although Osisko believes the expectations
expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and
unknown risks, uncertainties and other factors and are not guarantees of future performance and actual results may
accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results to differ
materially from t hose in forward-looking statements include, without limitation: fluctuations in the prices of the commodities
that drive royalties held by Osisko (gold and silver); fluctuations in the value of the Canadian dollar relative to the U.S. dollar;
regulatory changes in national and local government, 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
or other interest are located or through which they are held; risks related to the operators of the properties in which Osisko
holds a royalty, influence of macroeconomic developments; business opportunities that become available to, or are pursued
by Osisko; continued availability of capital and financing and general economic, market or business conditions; litigation; title,
permit or license disputes related to interests on any of the properties in which Osisko holds a royalty or other interest;
development, permitting, infrastructure, operating or technical difficulties, delays or adverse climatic conditions on any of the
properties in which Osisko holds a royalty or other interest; rate and timing of production differences from resource estimat es
or production forecasts by operators of properties in which Osisko holds a royalty or other interest; risks and hazards
associated with the business of exploring, development and mining on any of the properties in which Osisko holds a royalty
or other interest, 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.
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.sedar.com and with the U.S. Securities and Exchange Commission 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.
For further information, please contact Osisko Gold Royalties:
Vincent Metcalfe
Vice President, Investor Relations
Tel. (514) 940-0670
Joseph de la Plante
Vice President, Corporate Development
Tel. (514) 940-0670