OR.TO · 2022-03-17 12:00:00

Osisko Enters into Agreement to Acquire a Cash-Flowing Silver Stream ON the High-Grade Csa MINE

Financings Mergers & Acquisitions Royalties & Streams

OSISKO ENTERS INTO AGREEMENT TO ACQUIRE A CASH-FLOWING SILVER

STREAM ON THE HIGH-GRADE CSA MINE

Montréal, March 17, 2022 – Osisko Gold Royalties Ltd (the “ Corporation” or “ Osisko”) (OR: TSX & NYSE) is

pleased to announce that its wholly-owned subsidiary, Osisko Bermuda Limited (“OBL”), has entered into a binding

agreement with Metals Acquisition Corp. (“MAC”) (MTAL: NYSE) with respect to a US$90 million silver stream

(the “Silver Stream”) to facilitate MAC’s acquisition of the producing CSA mine in New South Wales, Australia

(“CSA” or the “Mine”). MAC announced today that it has entered into an agreement to acquire 100% of the shares

of the owner of CSA from a subsidiary of Glencore plc (the “Acquisition Transaction”). OBL has also provided

MAC with an option to draw up to an additional US$100 million in upfront proceeds through the sale of a copper

stream, subject to the parties finalizing definitive terms and conditions.

“We are excited to partner with MAC on the acquisition of the CSA mine” said Sandeep Singh, President and Chief

Executive Officer of Osisko. “The acquisition of a silver stream on CSA meets all of Osisko’s stringent acquisition

criteria. The stream will provide long-life precious metals cash flow in a top tier jurisdiction at an attractive return.

CSA has a long mine life and a tremendous history of reserve replacement with significant further upside. Near-

term opportunities to extend the already-long mine life and optimize production have already been identified.

We are pleased to have supported, on a bilateral basis, a team of the caliber of MAC ’s, and look forward to the

conclusion of this transaction and further developing our meaningful relationship. Lastly, the copper stream funding

alternative provides additional value potential to Osisko and funding alternatives to MAC as they go through their

SPAC closing process.”

TRANSACTION HIGHLIGHTS

 Immediately Enhances Osisko’s Cash Flow

o 100% of payable silver delivered to OBL for the life of the Mine , with ongoing payments equal to

4% of the spot silver price at the time of delivery

o 2019-2021 average annual payable silver production of ~431koz, or ~5,600 gold equivalent

ounces annually1

 Exposure to Premium Copper Asset in a Tier 1 Mining Jurisdiction

o One of the highest grade copper mine s in Australia with a multi-decade operating history of

consistent production

o Track-record of reserve and resource replacement, with greater than 100% of mined reserves

having been replaced since 2011

o Recent investments of approximately US$130 million to sustain and optimize operations through

current mine life and beyond

 Near-Term Opportunities to Extend Mine life and Enhance Value

o MAC targeting a mine life of 15+ years from existing drill tested zones

o Significant exploration potential from both near -mine and regional targets along a highly

prospective geological trend within the 350km2 property package

o Several areas identified to improve process efficiency, optimize operations and rationalize costs

o Significant resource and mine life upside by potentially lowering the cut-off grade

1 Silver ounces are converted to gold equivalent ounces by multiplying the average payable silver ounces produced annually by the silver

spot price as of March 16, 2022 and dividing by the gold spot price as of March 16, 2022.

 Experienced Management Team with Track-Record of Creating Value for Stakeholders

o Proven Australian mi ning professionals with extensive mining experience and track -record of

value creation for stakeholders

o Partnership opportunities on future strategic activity , as well as a right of first refusal (“ ROFR”) in

favour of OBL on royalties or streams on any asset owned by MAC for three years following the

closing of the Acquisition Transaction

TRANSACTION DETAILS

 OBL will make an upfront cash payment to MAC of US$90 million (the “ Silver Deposit ”). The Silver

Deposit will be payable in full on closing of the Silver Stream, with proceeds to be used to fund in part the

purchase price payable by MAC for the Acquisition Transaction.

 OBL will be entitled to receive 100% of payable silver produced from CSA for the life of the Mine.

 OBL will make ong oing payments for refined silver delivered equal to 4% of the spot silver price at the

time of delivery.

 MAC and certain of its subsidiaries, including the operating subsidiary, will provide OBL with corporate

guarantees and other security over their assets for its obligations under the Silver Stream, which shall be

subordinated only to the senior project debt facility.

 OBL has agreed to subscribe for US$15 million in equity of MAC as part of its concurrent equity financing

(the “Equity Subscription”).

 MAC will grant OBL a ROFR in respect of the sale, transfer or buy -back of any royalty, stream or similar

interest in the products mined or otherwise extracted from any property owned or acquired by MAC or an

affiliate between the closing date and the 3rd anniversary of the closing date.

 Closing of the Silver Stream and Equity Subscription is expected in the second half of 2022, and is subject

to certain conditions precedent, including, among others, closing of the Acquisition Transaction. Closing

of the Acquisition Transaction is subject to, among other things, MAC shareholder’s approving the

Acquisition Transaction, and certain regulatory approvals.

 OBL has also provided MAC an option to draw up to an additional US$100 million in upfront p roceeds

through the sale of a copper stream referenced to production from CSA (the “ Copper Stream Option”).

Should MAC elect to utilize any portion of the Copper Stream Option, upfront proceeds payable by OBL

would be used to fund in part the purchase price payable by MAC for the Acquisition Transaction . The

Copper Stream Option is subject to, among other things, the parties finalizing definitive terms and

conditions.

CSA MINE OVERVIEW

CSA is a high-grade, long-life, underground copper-silver mine located approximately 12km west-northwest of the

town of Cobar in New South Wales, Australia. The Mine is comprised of several mining and exploration leases

covering an area of over 350km2 in a proven poly-metallic base metals province. CSA was first discovered in the

1870’s, and large scale production commenced in the mid 1960’s.

Mineralization at CSA is classified as a Cobar-style deposit, which is hosted in siltstone with defined Zn-Pb to Cu

zonation and structurally controlled emplacement. Mineral reserves and resources a s at December 31, 2021 are

presented in Table 1 below.

Underground mining at CSA is performed u sing top-down, long -hole open stoping mining method s. In certain

areas of narrower mineralization, the Avoca mining method is also employed. Mined ore is hauled via truck to one

of two primary underground crushers, following which crushed ore is hoisted to surface via two hoisting shafts.

Ore is currently sourced from multiple lodes on different mine levels up to a vertical depth of 1.75km.

On surface, ore is processed through conventional grinding, flotation and filtration circuits with a nominal capacity

of 1.5Mtpa to produce a high-quality copper concentrate with significant quantities of silver. Since 2011, CSA has

produced approximately 512kt of copper and 6Moz of silver. MAC is currently targeting a mine life of at least 15

years based on existing drill tested zones, with significant further upside from near-mine and regional targets.

Since 2019 the operator has invested approximately US$130 million in infrastructure to reduce costs and position

the mine for future growth. Major projects included ventilation upgrades, shaft refurbishment, mill replacements,

processing circuit optimization and construction of an on-site paste backfill plant. These infrastructure projects will

support further mine life extensions beyond the current mine plan.

CSA is located along a highly prospective geological trend that is known to host major deposits in the Cobar region.

In recent years, near-mine exploration has led to the discovery of the QTS Central orebody and the QTS South

Upper orebody, and highlights the potential for additional high value deposits close to existing infrastructure (see

Figure 1 below). Exploration success has led to mineral reserve s increasing by approximately 31 kt of contained

copper since 2011, despite cumulative production of approximately 512kt of copper since that time. Drilling is

ongoing on multiple mineralized lodes and an updated mineral resource estimate is expected in 2022.

On the broader CSA land package, there has been limited historical drilling completed by the operator. Recent

exploration focus has been on the implementation of high-resolution geophysical surveys and structural modelling

to create a sustainable exploration model in support of future drilling campaigns. Eleven prospective exploration

targets have been identified for further evaluation.

CSA is the largest employer in the Cobar region, and enjoys s trong relationships with local stakeholders. The

company also has a number of environmental programs in place to ensure best practices are followed, and has

committed to working towards reducing carbon emissions from operations through utilizing an electric mining fleet

where possible and evaluating green energy alternatives.

Table 1 – Mineral Reserves & Resources (2021). Resources are reported inclusive of reserves, and are

estimated according to the CIM and JORC codes. The cut-off grade for the resources and reserves is

2.5% copper. Totals may not sum due to rounding. Notes regarding the estimations can be found at

the following weblink: https://www.glencore.com/investors/reports-results/reserves-and-

resources?item