ARTICLE 1
INTERPRETATION

ARTICLE 2
THE OFFER

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE OFFEROR

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

ARTICLE 5
CONDUCT OF BUSINESS

ARTICLE 6
COVENANTS OF THE COMPANY

ARTICLE 7
COVENANTS OF OFFEROR

ARTICLE 8
MUTUAL COVENANTS

ARTICLE 9
TERMINATION, AMENDMENT AND WAIVER

ARTICLE 10
GENERAL PROVISIONS

ARTICLE 1

ARTICLE 2

ARTICLE 3

ARTICLE 4

ARTICLE 5

ARTICLE 6

ARTICLE 1

ARTICLE 2

ARTICLE 3

ARTICLE 4

ARTICLE 5

ARTICLE 6

GLOSSARY

ITEM 1. CORPORATE STRUCTURE

ITEM 2. GENERAL DEVELOPMENT OF THE BUSINESS

ITEM 3. DESCRIPTION OF THE BUSINESS

ITEM 4. DIVIDENDS

ITEM 5. DESCRIPTION OF CAPITAL STRUCTURE

ITEM 6. MARKET FOR SECURITIES

ITEM 7. ESCROWED SECURITIES

ITEM 8. DIRECTORS AND OFFICERS

ITEM 9. LEGAL PROCEEDINGS

ITEM 10. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

ITEM 11. AUDITORS, TRANSFER AGENT AND REGISTRAR

ITEM 12. MATERIAL CONTRACTS

ITEM 13. INTERESTS OF EXPERTS

ITEM 14. ADDITIONAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

ARTICLE 1 INTERPRETATION

ARTICLE 2 THE OFFER

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE OFFEROR

ARTICLE 1
INTERPRETATION

ARTICLE 2
THE OFFER

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE OFFEROR

1.1 Definitions

1.2 Singular, Plural, etc.

1.3 Deemed Currency

1.4 Headings, etc.

1.5 Date for any Action

1.6 Accounting Matters

1.7 Certain Expressions

1.8 Governing Law

1.9 Knowledge

1.10 Incorporation of Schedules and Exhibit

2.1 The Offer

2.2 Conditions to Making of the Offer

2.3 Directors’ Circular

2.4 Offer Documents

2.5 Subsequent Acquisition Transaction or Compulsory Acquisition

2.6 Waiver of Standstill

2.7 Registrar and Transfer Agent and Information Agent

2.8 Treatment of Options and Warrants

3.1 Organization

3.2 Authority

3.3 Capitalization.

3.4 Listing.

3.5 Disclosure Filings.

3.6 Offeror Disclosure Documents.

3.7 Absence of Certain Changes or Events.

3.8 Financial Statements.

3.9 No Conflict or Violation.

3.10 Compliance with Laws.

3.11 Litigation.

3.12 No Insolvency.

3.13 Consents.

3.14 Assets

3.15 Mineral Properties

3.16 Offeror Shares.

3.17 Residency.

3.18 Place of Principal Offices.

3.19 Foreign Private Issuer.

3.20 Investment Company.

4.1 Organization

4.2 Authority

4.3 Capitalization

4.4 Options to Purchase Shares

4.5 Listing

4.6 Disclosure Filings.

4.7 Company Disclosure Documents.

4.8 No Conflicts or Violations

4.9 No Material Adverse Change

4.10 Brokerage Fees

4.11 Consents

4.12 Conduct of Business

4.13 Licenses

4.14 Reports

4.15 Books and Records

4.16 Outstanding Acquisitions or Dispositions

4.17 No Undisclosed Material Liabilities

4.18 Real Property

4.19 No Guarantees or Indemnities

4.20 No Swaps

4.21 No Shareholder Agreement

4.22 Material Contracts

4.23 Mineral Properties

4.24 Litigation

4.25 No Insolvency

4.26 Officer Obligations

4.27 Business in Compliance with Laws

4.28 Employment Matters

4.29 Tax Matters

4.30 Environmental Matters

4.31 Insurance

4.32 Related Party Transactions

4.33 Privacy Laws

4.34 Residency

4.35 Shareholder Rights Plan

4.36 Foreign Private Issuer.

4.37 Investment Company.

5.1 Conduct of Business by the Company

6.1 Non-Solicitation

6.2 Right to Match

6.3 Termination Fee

6.4 Injunctive Relief

6.5 Board of Directors of the Company

6.6 Consents

6.7 Market Purchases

6.8 Cooperation

7.1 Directors’ and Officers’ Insurance; Indemnification

7.2 Officers and Employees

8.1 Notice Provisions

8.2 Additional Agreements and Filings

8.3 Access to Information

8.4 Publicity

8.5 Privacy Matters

9.1 Termination

9.2 Effect of Termination

9.3 Amendment

9.4 Waiver

10.1 Notices

10.2 Miscellaneous

10.3 Binding Effect and Assignment

10.4 Expenses

10.5 Survival

10.6 Severability

10.7 Counterpart Execution

1.1 In the event the Offeror makes the Offer in accordance with the Support Agreement, and subject to the satisfaction or waiver of the conditions of the Offer as contemplated in Section 1.2 below, the Offeror shall take-up and pay for the Common Shares deposited under the Offer as soon as reasonably practicable and, in any event, not later than three business days following the time at which the Offeror becomes entitled to take-up such Common Shares under the Offer pursuant to Applicable Securities Laws.

1.2 The obligation of the Offeror to take-up and pay for the Subject Common Shares under the Offer shall not be subject to any conditions, save and except for those conditions set out in Schedule A of the Support Agreement. The conditions to the making of the Offer are for the sole benefit of the Offeror and may be waived by the Offeror in whole or in part in its sole discretion.

1.3 The Seller acknowledges and agrees that the Offeror may, in its sole discretion, modify or waive any term or condition of the Offer; provided that Offeror shall not, without the prior written consent of the Seller and the Company, increase the Minimum Condition, decrease the Minimum Condition below 50.1%, impose

additional conditions to the Offer, decrease the consideration per Common Share, decrease the number of Common Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to increase the total consideration per Common Share and/or add additional consideration or consideration alternatives in addition to the cash consideration under the initial Offer) or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty does not include a waiver of a condition) in a manner which is adverse to shareholders generally.

2.1 The Seller agrees, from the date hereof until the earlier of: (i) the termination of this Lock-Up Agreement pursuant to Article 5; and (ii) the Expiry Time, except in accordance with the terms of this Lock-Up Agreement, not to:

2.2 The Seller hereby agrees, from the date hereof until the earlier of: (i) the termination of this Lock-Up Agreement pursuant to Article 5; and (ii) the Expiry Time, except in accordance with the terms of this Lock-Up Agreement, to:

3.1 This Lock-Up Agreement when signed and delivered by the Seller will constitute the agreement of the Seller, among other things, to accept the Offer and validly deposit and cause to be deposited and cause all acts and things to be done to deposit under the Offer all of the Subject Common Shares currently owned or controlled by the Seller and, in any event, not less than the number of Subject Common Shares set forth opposite the Seller’s name on Schedule A hereto, together with a duly completed and executed letter of transmittal, on the terms and conditions set out herein.

3.2 Within one Business Day of the Seller receiving written confirmation in form and with content satisfactory to the Seller that (i) the Minimum Condition has been met or will be met as a result of the exercise of the Options and Warrants held by the Seller; and (ii) the Offeror is legally obliged to take up and pay for the Common Shares under the Offer which will result in the Offeror holding not less than 50.1% of the issued and outstanding Common Shares, the Seller agrees to exercise the Options and Warrants currently owned by the Seller for Subsequently Acquired Common Shares.

3.3 The Seller agrees that if Offeror makes the Offer in compliance with Section 1.1 and Section 1.2, the Seller shall deposit or cause to be deposited with the depository under the Offer (a) within 10 calendar days of the mailing of the

Circular, all of the Subject Common Shares, and (b) within two Business Days of the date of the exercise of the Options and Warrants in accordance with Section 3.2 hereof and in any event prior to the first scheduled expiry time of the Offer following the date of the exercise of the Options and Warrants in accordance with Section 3.2 hereof, all such documents as may be necessary or desirable to deposit or cause to be deposited all of the Subsequently Acquired Common Shares (including those acquired pursuant to the exercise of Options and the exercise of Warrants), in each case in accordance with the terms of the Offer, and thereafter, except as may be permitted by this Lock-Up Agreement or unless this Lock-Up Agreement is terminated in accordance with Article 5, the Seller shall not withdraw or take any action to withdraw any of the Seller’s Subject Common Shares deposited under the Offer (notwithstanding any statutory rights or other rights under the terms of the Offer or otherwise which the Seller might have and whether or not the Company recommends or fails to recommend or withdraws, modifies or qualifies its recommendation of the Offer).

4.1 The Seller by its acceptance hereof represents and warrants as follows and acknowledges that the Offeror is relying upon such representations and warranties in connection with entering into this Lock-Up Agreement and making the Offer and purchasing the Subject Common Shares:

5.1 Subject to Section 6.3, this Lock-Up Agreement may be terminated by notice in writing:

6.1 The covenants, representations and warranties of the Seller made in this Agreement are made by such Seller solely in such Seller’s capacity as a holder of Subject Common Shares, and not such Seller’s capacity (to the extent applicable) as an employee, officer or director of the Company or any of the Company’s Subsidiaries.

6.2 The parties waive the application of any rule of Law which otherwise would be applicable in connection with the construction of this Lock-Up Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose counsel) prepared the executed agreement or any earlier draft of the same.

6.3 This Lock-Up Agreement shall become effective in respect of the Seller upon execution and delivery by such Seller.

6.4 This Lock-Up Agreement may be executed in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Lock-Up Agreement to produce more than one counterpart.

6.5 Subject to the terms and conditions of this Lock-Up Agreement, the Offeror and the Seller agree to cooperate in good faith and use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (a) to consummate and make effective as promptly as is practicable the transactions contemplated by the Offer and this Lock-Up Agreement, and (b) for the discharge by each party hereto of its respective obligations under this Lock-Up Agreement, including its obligations under Applicable Securities Laws, including in each case the execution and delivery of such documents as another party hereto may reasonably require.

6.6 The Seller hereby consents to the disclosure of the substance of this Lock-Up Agreement in any press release or any Circular relating to the Offer and to the filing of this Lock-Up Agreement as may be required pursuant to Applicable Securities Laws. The parties shall co-ordinate in the making and dissemination of

any public announcement relating to the subject matter of this Lock-Up Agreement. A copy of this Lock-Up Agreement may be provided to the directors of the Company.

6.7 This Lock-Up Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors, assigns, heirs, executors and personal representatives. This Lock-Up Agreement shall not be assignable by any party without the prior written consent of the other parties.

6.8 Time shall be of the essence of this Lock-Up Agreement.

6.9 If any term, provision, covenant or restriction of this Lock-Up Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, the remainder of the terms, provisions, covenants and restrictions of this Lock-Up Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this Lock-Up Agreement.

6.10 Any notice or other communication required or permitted to be give hereunder shall be sufficiently given if delivered or sent by facsimile transmission as follows:

6.11 This Lock-Up Agreement (together with all other documents and instruments referred to herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

6.12 This Lock-Up Agreement shall be governed in all respects, including validity, interpretation and effect, by the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without giving effect to any principles of conflict of Laws thereof which would result in the application of the Laws of any other jurisdiction, and all actions and proceedings arising out of or relating to this Lock-Up Agreement shall be heard and determined exclusively in the courts of the Province of Ontario.

6.13 Unless otherwise indicated, all dollar amounts referred to in this Lock-Up Agreement are expressed in Canadian dollars

6.14 The Seller recognizes and acknowledges that the Offeror would not contemplate proceeding with making the Offer unless this Lock-Up Agreement was entered into by the Seller, and that a breach by the Seller of any covenants or other commitments contained in this Lock-Up Agreement will cause the Offeror to sustain injury for which it would not have an adequate remedy at law for money damages. As a result, the Seller agrees that, in the event of any such breach, the Offeror shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which they may be entitled, at law or in equity, and the Seller further and agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

6.15 This Lock-Up Agreement may be signed in counterparts that together shall be deemed to constitute one valid and binding agreement.

1.1 In the event the Offeror makes the Offer in accordance with the Support Agreement, and subject to the satisfaction or waiver of the conditions of the Offer as contemplated in Section 1.2 below, the Offeror shall take-up and pay for the Common Shares deposited under the Offer as soon as reasonably practicable and, in any event, not later than three business days following the time at which the Offeror becomes entitled to take-up such Common Shares under the Offer pursuant to Applicable Securities Laws.

1.2 The obligation of the Offeror to take-up and pay for the Subject Common Shares under the Offer shall not be subject to any conditions, save and except for those conditions set out in Schedule A of the Support Agreement. The conditions to the making of the Offer are for the sole benefit of the Offeror and may be waived by the Offeror in whole or in part in its sole discretion.

1.3 The Seller acknowledges and agrees that the Offeror may, in its sole discretion, modify or waive any term or condition of the Offer; provided that Offeror shall not, without the prior written consent of the Seller and the Company, increase the

Minimum Condition, decrease the Minimum Condition below 50.1%, impose additional conditions to the Offer, decrease the consideration per Common Share, decrease the number of Common Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to increase the total consideration per Common Share and/or add additional consideration or consideration alternatives in addition to the cash consideration under the initial Offer) or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty does not include a waiver of a condition) in a manner which is adverse to shareholders generally.

2.1 The Seller agrees, from the date hereof until the earlier of: (i) the termination of this Lock-Up Agreement pursuant to Article 5; and (ii) the Expiry Time, except in accordance with the terms of this Lock-Up Agreement, not to:

2.2 The Seller hereby agrees, from the date hereof until the earlier of: (i) the termination of this Lock-Up Agreement pursuant to Article 5; and (ii) the Expiry Time, except in accordance with the terms of this Lock-Up Agreement, to:

3.1 This Lock-Up Agreement when signed and delivered by the Seller will constitute the agreement of the Seller, among other things, to accept the Offer and validly deposit and cause to be deposited and cause all acts and things to be done to deposit under the Offer all of the Subject Common Shares currently owned or controlled by the Seller and, in any event, not less than the number of Subject Common Shares set forth opposite the Seller’s name on Schedule A hereto, together with a duly completed and executed letter of transmittal, on the terms and conditions set out herein.

3.2 The Seller agrees that if Offeror makes the Offer in compliance with Section 1.1 and Section 1.2, the Seller shall deposit or cause to be deposited with the depository under the Offer (a) within 10 calendar days of the mailing of the Circular, all of the Subject Common Shares, and (b) not later than two Business Days of the date of the exercise of any of the Options or Warrants by the Seller and in any event prior to the first scheduled expiry time of the Offer following the date of the exercise of any of the Options and Warrants by the Seller, all such documents as may be necessary or desirable to deposit or cause to be deposited all of the Subsequently Acquired Common Shares (including those acquired pursuant to the exercise of Options and the exercise of Warrants), in each case in accordance with the terms of the Offer, and thereafter, except as may be permitted by this Lock-Up Agreement or unless this Lock-Up Agreement is terminated in

accordance with Article 5, the Seller shall not withdraw or take any action to withdraw any of the Seller’s Subject Common Shares deposited under the Offer (notwithstanding any statutory rights or other rights under the terms of the Offer or otherwise which the Seller might have and whether or not the Company recommends or fails to recommend or withdraws, modifies or qualifies its recommendation of the Offer).

4.1 The Seller by its acceptance hereof represents and warrants as follows and acknowledges that the Offeror is relying upon such representations and warranties in connection with entering into this Lock-Up Agreement and making the Offer and purchasing the Subject Common Shares:

5.1 Subject to Section 6.3, this Lock-Up Agreement may be terminated by notice in writing:

6.1 The covenants, representations and warranties of the Seller made in this Agreement are made by such Seller solely in such Seller’s capacity as a holder of Subject Common Shares, and not such Seller’s capacity (to the extent applicable) as an employee, officer or director of the Company or any of the Company’s Subsidiaries.

6.2 The parties waive the application of any rule of Law which otherwise would be applicable in connection with the construction of this Lock-Up Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose counsel) prepared the executed agreement or any earlier draft of the same.

6.3 This Lock-Up Agreement shall become effective in respect of the Seller upon execution and delivery by such Seller.

6.4 This Lock-Up Agreement may be executed in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Lock-Up Agreement to produce more than one counterpart.

6.5 Subject to the terms and conditions of this Lock-Up Agreement, the Offeror and the Seller agree to cooperate in good faith and use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (a) to consummate and make effective as promptly as is practicable the transactions contemplated by the Offer and this Lock-Up Agreement, and (b) for the discharge by each party hereto of its respective obligations under this Lock-Up Agreement, including its obligations under Applicable Securities Laws, including in each case the execution and delivery of such documents as another party hereto may reasonably require.

6.6 The Seller hereby consents to the disclosure of the substance of this Lock-Up Agreement in any press release or any Circular relating to the Offer and to the filing of this Lock-Up Agreement as may be required pursuant to Applicable Securities Laws. The parties shall co-ordinate in the making and dissemination of any public announcement relating to the subject matter of this Lock-Up Agreement. A copy of this Lock-Up Agreement may be provided to the directors of the Company.

6.7 This Lock-Up Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors, assigns, heirs, executors and personal representatives. This Lock-Up Agreement shall not be assignable by any party without the prior written consent of the other parties.

6.8 Time shall be of the essence of this Lock-Up Agreement.

6.9 If any term, provision, covenant or restriction of this Lock-Up Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, the remainder of the terms, provisions, covenants and restrictions of this Lock-Up Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the agreement to preserve each party’s anticipated benefits under this Lock-Up Agreement.

6.10 Any notice or other communication required or permitted to be give hereunder shall be sufficiently given if delivered or sent by facsimile transmission as follows:

6.11 This Lock-Up Agreement (together with all other documents and instruments referred to herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

6.12 This Lock-Up Agreement shall be governed in all respects, including validity, interpretation and effect, by the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without giving effect to any principles of conflict of Laws thereof which would result in the application of the Laws of any other jurisdiction, and all actions and proceedings arising out of or relating to this Lock-Up Agreement shall be heard and determined exclusively in the courts of the Province of Ontario.

6.13 Unless otherwise indicated, all dollar amounts referred to in this Lock-Up Agreement are expressed in Canadian dollars

6.14 The Seller recognizes and acknowledges that the Offeror would not contemplate proceeding with making the Offer unless this Lock-Up Agreement was entered into by the Seller, and that a breach by the Seller of any covenants or other commitments contained in this Lock-Up Agreement will cause the Offeror to sustain injury for which it would not have an adequate remedy at law for money damages. As a result, the Seller agrees that, in the event of any such breach, the Offeror shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which they may be entitled, at law or in equity, and the Seller further and agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

6.15 This Lock-Up Agreement may be signed in counterparts that together shall be deemed to constitute one valid and binding agreement.

1.1 Corporate Overview

2.1 Three-Year History

2.2 Significant Acquisitions

3.1 General

3.2 Risk Factors

3.3 Mineral Projects

6.1 Trading Price and Volume

6.2 Prior Sales

8.1 Name, Occupation and Security Holding

8.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions

8.3 Conflicts of Interest

13.1 Name of Experts

13.2 Interests of Experts

14.1 Audit Committee

14.2 Additional Information

1.1 Definitions

1.2 Singular, Plural, etc.

1.3 Deemed Currency

1.4 Headings, etc.

1.5 Date for any Action

1.6 Accounting Matters

1.7 Certain Expressions

1.8 Governing Law

1.9 Knowledge

1.10 Incorporation of Schedules and Exhibit

2.1 The Offer

2.2 Conditions to Making of the Offer

2.3 Directors’ Circular

2.4 Offer Documents

2.5 Subsequent Acquisition Transaction or Compulsory Acquisition

2.6 Waiver of Standstill

2.7 Registrar and Transfer Agent and Information Agent

2.8 Treatment of Options and Warrants

3.1 Organization

3.2 Authority

3.3 Capitalization.

3.4 Listing.

3.5 Disclosure Filings.

3.6 Offeror Disclosure Documents.

3.7 Absence of Certain Changes or Events.

3.8 Financial Statements.

3.9 No Conflict or Violation.

3.10 Compliance with Laws.

3.11 Litigation.

3.12 No Insolvency.

3.13 Consents.

3.14 Assets

3.15 Mineral Properties

3.16 Offeror Shares.

3.17 Residency.

(a) The Offeror shall promptly (but in any event within 24 hours, following the execution of this Agreement) publicly announce its intention to make an offer and shall make, subject to the terms and conditions hereof, a take-over bid for all the issued and outstanding Common Shares, including Common Shares issued after the date of the Offer and prior to the Expiry Time on the exercise of Options or Warrants, at a price per Common Share of 0.34 common shares of the Offeror (the “Offer”). For greater certainty, the term “Offer” shall include any further amendments to or extensions of, such Offer, made in accordance with the terms of this Agreement, including increasing the consideration, removing or waiving any condition or extending the date by which Common Shares may be deposited. The Offer shall not be subject to any conditions, save and except for the conditions set forth in Schedule “A”.

(b) The Offer shall, subject to the terms and conditions hereof, be made to the holders of the Common Shares in Canada in accordance with applicable Securities Laws and to holders of Common Shares in the United States in accordance with applicable United States Securities Laws and shall be open for acceptance until a time or times that is: (i) not earlier than 5:00 p.m. (Toronto time) on the 36th day after the day that the Offer is mailed to Shareholders; and (ii) not later than the Outside Date (the time at which the Offer initially expires being referred to as its “Initial Expiry Time”). Subject to the terms and conditions hereof and subject to the Outside Date, the Offeror shall have the right, in its sole discretion, to extend

the period during which Common Shares may be deposited under the Offer, including without limitation, to comply with any legal requirements or if the conditions thereto set forth in Schedule “A” are not satisfied on or by the Initial Expiry Time and to permit, as the Offeror shall deem appropriate, the depositing of additional Common Shares (such Initial Expiry Time or any extension thereof, the “Expiry Time”).

(c) The Offeror shall prepare with the Company’s co-operation and mail the Offer and accompanying take-over bid circular in the English language and if required by applicable Laws the French language (such circular, together with the Offer, being referred to as the “Bid Circular”) in accordance with applicable Laws to each Shareholder as soon as reasonably practicable (with a target date of April 13, 2010) and, in any event, not later than 11:59 p.m. (Toronto time) on April 23, 2010 (such time on such date being referred to herein as the “Latest Mailing Time”). However, if the mailing of the Bid Circular is delayed by reason of (i) an injunction or order made by a court or Governmental Authority of competent jurisdiction or (ii) the Company not having provided to the Offeror information pertaining to the Company that is necessary for the completion of the Bid Circular by the Offeror, or not having provided the Offeror with such other assistance in the preparation of the Bid Circular as may be reasonably requested by the Offeror in order that the Bid Circular comply in all material respects with Securities Laws, or not having provided the lists referred to in Section 2.4(b), then the Latest Mailing Time shall be extended for a period ending on the fifth Business Day following,

(d) The Company acknowledges and agrees that the Offeror may, in its sole discretion, modify or waive any term or condition of the Offer; provided, however, that the Offeror shall not, without the prior written consent of the Company, acting reasonably: (i) increase the Minimum Condition or decrease the Minimum Condition below 50.1% of the issued and outstanding Common Shares; (ii) decrease the consideration per Common Share; (iii) change the form of consideration payable under the Offer (other than to add additional consideration); (iv) decrease the number of Common Shares in respect of which the Offer is made; or (v) impose additional conditions to the Offer or otherwise vary the Offer (or any terms or conditions thereof) in a manner which is adverse to the Shareholders.

(e) The Offeror agrees that, provided all of the conditions to the Offer set out in Schedule “A” shall have been satisfied or waived, the Offeror shall take up and pay for all the Common Shares tendered and not withdrawn under the Offer as soon as reasonably possible and in any event within the time periods required by Securities Laws.

(f) The Offeror agrees that it shall take all commercially reasonable steps to have all the common shares of the Offeror issuable pursuant to the Offer (including the common shares of the Offeror issuable upon the exercise or conversion of the Options and Warrants) conditionally approved for listing on the TSX.

(a) This Agreement shall not have been terminated pursuant to Section 9.1;

(b) the Company shall have complied in all material respects with all of its covenants and agreements in this Agreement (without giving effect to, applying or taking into consideration any materiality qualification already contained in such covenant or obligation);

(c) each of the representations and warranties of the Company provided herein that are qualified as to materiality shall be true and correct and all representations or warranties not so qualified shall be true and correct in all material respects, as of the date hereof and as of the date the Offer is made as if made on and as of such date (except to the extent that such representations and warranties apply to an earlier date which representations and warranties shall remain true and correct in all respects, as of that date);

(d) the Offeror shall be satisfied, acting reasonably, that no Material Adverse Change shall have occurred since the date hereof, and no other event, fact or change shall have occurred or circumstance shall exist which would render it impossible or impractical to satisfy one or more of the conditions of the Offer set out in Schedule “A”;

(e) no Person shall have commenced a bona fide action for injunctive relief against the performance of this Agreement or the completion of the Offer;

(f) no Person shall have proposed an Alternative Transaction that the Board of Directors has determined to be a Superior Proposal;

(g) assurances satisfactory to the Offeror, acting reasonably, shall have been received by the Offeror that all waivers, rulings or orders necessary for the Offeror to make the Offer and to mail to the Shareholders the Bid Circular have been or will be obtained from all applicable securities commissions or other regulatory authorities, provided that the Offeror shall use its commercially reasonable efforts to obtain any such necessary waivers, rulings or orders;

(h) directors and officers holding not less than 5,248,669 outstanding Common Shares shall have entered into Lock-Up Agreements which agreements remain in full force and effect;

(i) the Board of Directors shall have unanimously recommended that Shareholders accept the Offer in accordance with Section 2.3(a) and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner that has substantially the same effect as a withdrawal of such recommendation or taken any other action or made any other public statement in connection with the Offer inconsistent with such recommendation;

(j) the Board of Directors shall have prepared and approved in final form, printed for distribution to Shareholders and delivered to the depositary of the Offer, at its offices in Toronto, Ontario on or before 9:00 a.m. (Toronto time) on April 9, 2010 for mailing with the Bid Circular, a sufficient quantity of commercial copies of a directors’ circular (the “Directors’ Circular”), as contemplated by Section 2.3 (setting forth inter alia the determinations and recommendations of the Board of Directors set forth in Section 2.3(a) and reflecting the intention of the officers and directors referred to in Section 2.3(c)) in the English language and, if required by applicable Laws, the French language;

(k) the Company shall have provided to the Offeror the lists referred to in Section 2.4(b);

(l) no cease trade order, injunction or other prohibition at law shall exist against the Offeror making the Offer or taking-up or paying for any Common Shares deposited under the Offer or completing a Compulsory Acquisition or Subsequent Acquisition Transaction; and

(m) no Law shall have been proposed, enacted, promulgated or applied that would cease trade, enjoin, prohibit or impose material limitations or conditions on the Offeror making the Offer or taking-up or paying for any Common Shares deposited under the Offer or completing a Compulsory Acquisition or Subsequent Acquisition Transaction or which could have such an effect.

(a) The Company hereby consents to the Offer as set forth in Section 2.1 and represents that its Board of Directors: (i) has approved this Agreement; (ii) has, following consultation with its financial and legal advisors, unanimously determined that the consideration per Common Share offered pursuant to the Offer is fair and is in the best interests of the Company and the Shareholders (other than the Offeror); and (iii) has unanimously resolved to recommend acceptance of the Offer to holders of Common Shares (collectively, the “Recommendation”), provided that the Offer is not amended except in accordance with the terms of this Agreement. The Company shall prepare the Directors’ Circular in accordance with Securities Laws and shall deliver sufficient copies of such Director’s Circular to the Offeror so as to permit the Offeror to mail a copy of the Director’s Circular to each Shareholder at the same time as the Bid Circular, Letter of Transmittal and Notice of Guaranteed Delivery are mailed. The Directors’ Circular will set forth (among other things) the determination referred to in Section 2.3(a)(ii) and the Recommendation, the Fairness Opinions and the intentions of the directors and officers of the Company referred to in Section 2.3(c). The Offeror and its advisors shall be given a reasonable opportunity to review and comment on the Directors’ Circular prior to its printing, recognizing that whether or not such comments are appropriate will be determined by the Board of Directors, acting reasonably.

(b) The Company represents that it has received oral confirmation that it will receive the Fairness Opinions which will state that the consideration to be offered to the Shareholders under the Offer is fair, from a financial point of view, to Shareholders (other than the Offeror), which opinions will be attached to the Directors’ Circular.

(c) The Company represents that the Board of Directors has been advised and believes that each of the directors and senior officers of the Company intends to tender or cause to be tendered to the Offer all Common Shares of which he or she is the beneficial owner. The Company represents that any restrictions imposed by the Company that would prevent any director or senior officer from tendering such Common Shares to the Offer have been waived or removed.

(a) Within the time periods required by applicable Laws, the Offeror shall file or cause to be filed with the appropriate Securities Authorities the Bid Circular and the related “Letter of Transmittal” and “Notice of Guaranteed Delivery” pursuant to which the Offer will be made (collectively, the “Offer Documents”). The Offer Documents and all documents relating to, or necessary to complete, a Compulsory Acquisition or Subsequent Acquisition Transaction, when filed with such Securities Authorities and when mailed to holders of Common Shares, shall contain (or shall be amended in a timely manner to contain) all information that is required to be included therein in accordance with all applicable Canadian securities laws and any other applicable laws and the rules, regulations and policies published and/or promulgated thereunder (collectively, the “Securities Laws”) and any other applicable Laws in all material respects, subject to any applicable exemptions from such laws granted by a competent regulatory authority. The Company shall receive drafts of the Offer Documents no later than three (3) Business Days prior to the anticipated date of printing and shall have reasonable opportunity to comment on the Offer Documents, it being acknowledged that, subject to this Agreement, the Offeror shall be solely responsible for determining, and shall have the sole right to determine, the contents thereof.

(b) The Company agrees to provide such assistance as the Offeror or its agents may reasonably request in connection with communicating the Offer and any amendments and supplements thereto to the Shareholders, holders of Warrants, holders of Options and to such other Persons as are entitled to receive the Offer in accordance with Securities Laws, including delivering to the Offeror: (i) on or before March 26, 2010, lists of all registered holders of Common Shares in electronic form, showing the name and address of each holder and the number of Common Shares held by each such holder (together with participants lists), all as shown on the records of the Company as of a date that is not more than three Business Days prior to the date of delivery of such basic lists; (ii) non-objecting beneficial owner lists; (iii) any available listing or computer list containing the names and addresses of the registered and beneficial holders of Common Shares as of the most recent practicable date; and (iv) shall from time to time, at the request of the Offeror, acting reasonably, supplemental lists setting out any changes from the basic lists referred to in clause (i) above in the names or addresses of the holders of Common Shares or the number of Common Shares held by each such holder (together with participants lists).

(a) Following the Effective Date, provided that the Offeror has taken-up and paid for Common Shares following satisfaction of the Minimum Condition and received all Regulatory Approvals (which the Offeror agrees to use reasonable commercial efforts to obtain) and subject to compliance with the 1933 Act, to the extent applicable, each Option, which is outstanding and has not been duly exercised prior to the Effective Date, shall be exchanged for a fully vested option (each, a “Replacement Option”) to purchase from the Offeror the number of the Offeror Shares (rounded down to the nearest whole share) equal to: (i) the share exchange ratio under the Offer multiplied by (ii) the number of Common Shares subject to

such Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Offeror Share (rounded up to the nearest whole cent) equal to: (i) the exercise price per Common Share otherwise purchasable pursuant to such Option; divided by (ii) the share exchange ratio under the Offer. It is agreed that all terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Option for which it was exchanged, and shall be governed by the terms of the Stock Option Plan and any certificate or option agreement previously evidencing the Option shall thereafter evidence and be deemed to evidence such Replacement Option and such Replacement Options shall be designed to meet the requirements under subsection 7(1.4) of the Tax Act. Prior to the Effective Date, the Offeror shall take all corporate action necessary to reserve for issuance a sufficient number of Offeror Shares for delivery upon the exercise of the Replacement Options that will be issued in accordance with this Section 2.8(a).

(b) The Offer shall be extended to Common Shares issuable upon the exercise of Options and Warrants that are currently outstanding. No Offer shall be made by the Offeror for the Options and Warrants. Upon the exercise of any such Warrants after a Subsequent Acquisition Transaction or a Compulsory Acquisition, the holder of any such Warrants shall receive, in lieu of the number of Common Shares otherwise issuable upon such exercise, that number of Offeror Shares that such holder would have been entitled to receive as a result of the Offer, if such holder had been the registered holder of the number of Common Shares to which such holder was entitled upon exercise thereof immediately prior to the effective time of a Subsequent Acquisition Transaction or a Compulsory Acquisition.

(c) To the extent applicable, the Company shall use its commercially reasonable efforts to cause any holder of Options or Warrants who, following the Effective Date, holds Common Shares issued on exercise of Options or Warrants which have not been tendered to the Offer, to vote in favour of any Subsequent Acquisition Transaction.

(d) The Offeror acknowledges that pursuant to the Stock Option Plan the Company shall, immediately upon receipt of notice of the Offer, notify each holder of Options of full particulars of the Offer, whereupon (subject to the approval of the TSXV) all Common Shares subject to Options will become vested and the Options may be exercised in whole or in part by the holders of Options so as to permit them to tender the Common Shares received upon such exercise, pursuant to the Offer.

(a) the articles or by-laws of the Offeror;

(b) any applicable Law; or

(c) any contract, agreement, license or permit to which the Offeror is bound or is subject to or of which the Offeror is the beneficiary;

(a) the approval of the TSX to list the Offeror Shares issuable to the Shareholders pursuant to the Offer or issuable upon the exercise or conversion of Options or Warrants (or other Offeror securities issued in exchange therefor) and any filings or approvals required under applicable Securities Laws; and

(b) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Authority which, if not obtained, individually or in the aggregate, would not, and either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Offeror or a material impact on the ability of the Offeror to complete the Offer and other transactions contemplated herein.

(a) the Offeror holds either freehold title, mining leases, mining claims or other conventional property interests or rights in respect of the ore bodies and minerals located in properties in which it has an interest, it has all necessary surface rights, access rights and other necessary rights and interests relating to such properties to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of it; and

(b) the most recent estimated proven and probable mineral reserves and the estimated, measured, indicated and inferred mineral resources of the Offeror disclosed in the Offeror Disclosure Documents have been prepared and disclosed in all material respects in accordance with applicable Laws. There has been no material reduction in the aggregate amount of estimated mineral reserves and estimated mineral resources of the Offeror from the amounts disclosed in public by the Offeror.

(a) Each of the Company and its Subsidiaries has been incorporated, is subsisting and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Each of the Company and its Subsidiaries is registered, licensed or otherwise qualified as an extra-provincial corporation or a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on the Company.

(b) Except as disclosed in the Company Disclosure Letter;

(a) result in a violation, contravention or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of:

that would, individually or in the aggregate, have a Material Adverse Effect on the Company on a consolidated basis,

(b) give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness owing by the Company or any of the Company Subsidiaries to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on the Company;

(c) result in the imposition of any Encumbrance upon any of the property or assets of the Company or any of the Company Subsidiaries or restrict, hinder, impair or limit the ability of the Company or any of the Company Subsidiaries to conduct the business of the Company or the Company Subsidiaries as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on the Company; or

(d) result in any material, individually or in the aggregate, payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any director, officer or employee of the Company or any of the Company Subsidiaries or increase any benefits otherwise payable under any pension or benefits plan of the Company or any of the Company Subsidiaries or result in the acceleration of the time of payment or vesting of any such benefits.

(e) Other than in connection with or in compliance with the Securities Laws, the policies and by-laws of the TSX, and the TSXV and except as otherwise

contemplated herein there is no legal impediment to the Company’s consummation of the transactions contemplated by this Agreement.

(a) any filings or approvals required under the Business Corporations Act (British Columbia) or under applicable Securities Laws; and

(b) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Authority which, if not obtained, either individually or in the aggregate would not, and either individually or in the aggregate, could not reasonably be expected to, have a Material Adverse Effect on the Company or a material impact on the ability of the Company to complete the Contemplated Transactions.

(a) on a consolidated basis, incurred or suffered a Material Adverse Change;

(b) made any change in its accounting principles and practices as previously applied including the basis upon which its assets and liabilities are recorded on its books

and its earnings and profits and losses are ascertained other than as required by GAAP;

(c) declared, paid or set aside for payment any dividend or distribution of any kind in respect of any of its outstanding securities nor made any repayments of capital to Shareholders or incurred any material indebtedness for borrowed money or any other material liability or obligation or issued any debt securities or assumed, guaranteed, endorsed or otherwise become responsible for, the obligations of any other Person (other than in respect of the Company or its Subsidiaries) or made any loans or advances, except in the ordinary course of business consistent with past practices;

(d) transferred, assigned, sold or otherwise disposed of any of its assets, except in the ordinary course of business consistent with past practices;

(e) increased the compensation paid or payable to its Employees or changed the benefits, severance or change of control previsions to which such Employees and former employees are entitled under any employee benefit plan or created any new employee benefit plan or modified, amended or terminated any existing employee benefit plan for any such employees other than increases or changes made in the ordinary course of business consistent with past practices;

(f) purchased, redeemed or otherwise acquired any Common Shares or agreed to do so;

(g) effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Common Shares;

(h) adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan; or

(i) entered into or become bound by any Material Contract, or made or authorized any capital expenditure, in either case under which the Company has any obligations as of the date hereof or involving, or that may result in the payment of money by the Company or any of its Subsidiaries, of an amount in excess of $100,000.

(a) The Financial Statements were prepared in accordance with GAAP applied on a basis consistent with prior periods (except (i) as otherwise indicated in such Financial Statements and the notes thereto or, in the case of the Annual Financial Statements, in the related report of the Company’s independent auditors or (ii) in the case of the Interim Financial Statements, to the extent they may not include footnotes, are subject to normal year end adjustments or may be condensed or summary statements), and fairly present in accordance with GAAP, the assets, liabilities and financial condition of the Company and its Subsidiaries on a consolidated basis as at the dates indicated and the revenue, earnings and results of operations of the Company and its Subsidiaries on a consolidated basis for the specified period (subject, in the case of the Interim Financial Statements, to normal year-end audit adjustments) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of the Company on a consolidated basis. The Company maintains a system of internal accounting controls that provides reasonable assurance that transactions are executed in accordance with management’s authorizations and facilitates the preparation of the Financial Statements.

(b) The Company confirms that all material information of the Company (as such terms is defined under applicable Securities Laws) has been publicly disclosed as at the date hereof.

(a) each of the Company and its Subsidiaries is the absolute legal and beneficial owners of, and has good and marketable title to its material assets (except where such assets are leased, licensed or otherwise held pursuant to a lesser interest), free and clear of all liens, charges and Encumbrances;

(b) each of the Company and its Subsidiaries holds either freehold title, mining leases, mining claims or other conventional property, proprietary or contractual interests or rights including interests and rights under option and/or joint venture agreements, recognized in the jurisdiction in which a particular material property is located, in respect of the ore bodies and minerals located in material properties in which it has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments sufficient to permit it to explore the minerals relating thereto, all such material property, leases or claims and all material property, leases or claims in which it has any interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting, it has all necessary surface rights, access rights and other necessary rights and interests relating to the material properties in which it has an interest granting it the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of it, with only such exceptions as do not materially interfere with the use made by it of the rights or interests so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Company or its Subsidiaries, as applicable;

(c) neither the Company nor its Subsidiaries has any responsibility or obligation to pay or have paid on its behalf any material commission, royalty or similar payment to any person with respect to its material property rights as of the date hereof;

(d) the most recent estimated inferred mineral resources of the Company disclosed in the Company Disclosure Documents have been prepared and disclosed in all material respects in accordance with all applicable Laws. There has been no material reduction in the aggregate amount of estimated mineral reserves and estimated mineral resources of the Company and its Subsidiaries from the amounts disclosed publicly by the Company;

(e) all exploration and development activities have been undertaken in accordance with good exploration and development practices and in compliance with all applicable Laws.

(a) The operations of each of the Company and its Subsidiaries are conducted, in all material respects, in compliance with all Laws of each jurisdiction in which the Company or its Subsidiaries carries on its business and neither the Company nor any of its Subsidiaries have received any notice of any violation of any such Laws, except for any such non-compliance or violations that would not reasonably be expected to cause a Material Adverse Change.

(b) To the knowledge of the Company, there is no pending or contemplated change to any applicable Law that would reasonably be expected to cause a Material Adverse Change.

(a) The Company Disclosure Letter contains a complete and accurate list of all Employees, and indicates which Employees are parties to a written or oral agreement with the Company (including confidentiality and non-competition agreements). Except as disclosed in the Company Disclosure Letter, the Company is not a party to any agreements with past or present employees, agents or independent consultants or contractors. All written employment contracts with Employees are listed in the Company Disclosure Letter and full and complete copies of such employment or consulting contracts have been provided to the Offeror. Except as set forth in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any employment or consulting contracts or arrangements that are not terminable on the giving of reasonable notice in accordance with Law, nor do any of them have any management, employment, consulting, retention or like agreements providing for cash payments or other compensation or benefits upon the consummation of the transactions contemplated by this Agreement.

(b) Except as disclosed in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party, either directly or indirectly, voluntarily, or to the knowledge of the Company, by operation of law, to any collective agreement, letters of understanding, letters of intent or other written communication with any trade union or association that may qualify as a trade union, which would cover any of the Employees.

(c) All obligations of the Company and its Subsidiaries under the Company Plans have been satisfied in all material respects and there are no deficiencies required to be funded thereunder, and there are no outstanding defaults or violations thereunder by the Company or its Subsidiaries that would result in or give rise to any liability to the Company or any of its Subsidiaries, nor does the Company or its Subsidiaries have any knowledge of any such default or violation by any other party to any Company Plan.

(d) All employer payments, contributions or premiums required to be remitted or paid to or in respect of each Company Plan have been remitted and paid in a timely fashion in accordance with the terms thereof, all applicable actuarial reports and all applicable Laws, and no Taxes, penalties or fees are owing or exigible under or in respect of any Company Plan.

(e) Except as set forth in the Company Disclosure Letter, neither the execution of this Agreement nor the consummation of any of the transactions contemplated in this Agreement will:

(f) The Company and its Subsidiaries have withheld from each payment made to any of its present or former employees all amounts required by applicable Laws to be withheld, and has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Authority. The Company and its Subsidiaries have remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable by it in respect of its Employees to the proper Governmental Authority within the time required under applicable Laws.

(a) Except as set out in the Company Disclosure Letter, each of the Company and its Subsidiaries has duly and timely filed all Tax Returns required to be filed prior to the date hereof with the appropriate Governmental Authorities and all such Tax Returns were, at the time of filing, complete and correct in all material respects. No such Tax Returns have been amended.

(b) Except as set out in the Company Disclosure Letter, each of the Company and its Subsidiaries has duly and timely paid all Taxes due or payable by it whether or not assessed by the appropriate Governmental Authority. Each of the Company and its Subsidiaries has duly and timely paid all instalments on account of Taxes for the current year that are due or payable by it whether or not assessed. The Financial Statements contain an adequate provision in accordance with GAAP for all amounts of Taxes payable in respect of each period covered by such Financial Statements and all prior periods to the extent such Taxes have not been paid, whether or not due and whether or not shown as being due on any Tax Returns. On a consolidated basis, the Company has made adequate provision in accordance

with GAAP in its books and records for amounts at least equal to the amount of all Taxes due or payable by the Company or its Subsidiaries that will not be due or payable by the Effective Time in respect of any period subsequent to the period covered by such Financial Statements and that relate to the periods ending on or prior to the Effective Time.

(c) Except as disclosed in the Company Disclosure Letter, neither the Company nor its Subsidiaries have requested, or entered into any agreement or other arrangement or executed any waiver providing for, any extension of time within which:

(d) There are no proceedings, investigations, assessments, reassessments, actions, suits, audits or claims now pending or threatened against the Company of its Subsidiaries in respect of any Taxes. There are no matters under discussion, audit or appeal with any Governmental Authority relating to Taxes and neither the Company nor its Subsidiaries has received any notification that any issues involving Taxes have been raised by any Governmental Authority. No Tax liens exist for Taxes of the Company or its Subsidiaries. Neither the Company nor its Subsidiaries is a party to any agreement or arrangement with any Person (other than with the Company or its Subsidiaries) or any Tax authority pursuant to which the Company or its Subsidiaries has or could have any liabilities in respect of Taxes. Neither the Company nor the Subsidiaries of the Company has received a refund of any Taxes to which it was not entitled.

(e) The Company and its Subsidiaries have duly and timely withheld from any amount paid or credited by it to or for the account or benefit of any Person, including any Employees and any non-resident Person, the amount of all Taxes and other deductions required by any Laws to be withheld from any such amount and has duly and timely remitted the same to the appropriate Governmental Authority.

(f) No debt or other obligation to pay an amount by the Company or the Subsidiaries has been settled or extinguished without payment by the debtor of an amount at least equal to the outstanding principal amount of the debt or obligation.

(g) There is no deductible outlay or expense owing by the Company or the Subsidiaries to a Person with whom it was not dealing at arm’s length at the time the outlay or expense was incurred which is unpaid and which will be included in the Company’s or its Subsidiaries’ income for any taxation year ending on or after the date hereof.

(h) No claim is outstanding or is expected from any Governmental Authority in a jurisdiction in which the Company or its Subsidiaries does not file Tax Returns that it is or may be subject to taxation in that jurisdiction. The Company and its Subsidiaries are not required to file any Tax Returns in any jurisdiction outside Canada.

(i) The Company Disclosure Letter sets forth and accurately describes the amount of loss carry forwards, resource tax pools, flow-through expenditure commitments of the Company and its Subsidiaries available for deduction or utilization in periods ending after the date hereof as at the respective dates set forth in the Company Disclosure Letter.

(j) The Company has furnished or made available to the Offeror complete and accurate copies of all Tax Returns and any amendments thereto, filed by the Company or its Subsidiaries for the preceding six years.

(a) The Company is currently operating in compliance with all applicable Environmental Laws, except to the extent that a failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

(b) Other than as disclosed in the Company Disclosure Letter, all material Environmental Permits that are necessary under any applicable Environmental Law for the ownership and current operations by the Company of the real property, assets, mines and other facilities owned or used by the Company and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, are not subject to further Environmental Permits or appeal, or to the knowledge of the Company, any pending or threatened legal or administrative proceedings, and there are to the knowledge of the Company, no proposals to amend, revoke or replace such material Environmental Permits.

(c) The Company and the Subsidiaries have not, and to the knowledge of the Company, no past or present lessee, owner, occupant, licensee or other Person have used the Real Property to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that any non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company or, to the knowledge of the Company, any other Person in control of

any Real Property has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Real Property, except in compliance with all Environmental Laws, and except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on the Company. All Hazardous Substances handled, recycled, disposed of, treated or stored in connection with the use or operation of the Real Property by the Company, on or off site of the Real Property have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws while the Company has been in possession of the Real Property except to the extent that any non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company. To the knowledge of the Company, there are no Hazardous Substances at, in, on, under or migrating from the Real Property except in material compliance with all Environmental Laws.

(d) Neither the Company nor the Subsidiaries have treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (B) to the knowledge of the Company, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) to the knowledge of the Company, the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against the Company. To the knowledge of the Company, no site or facility now or previously owned, operated or leased by the Company or its Subsidiaries is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.

(e) Except to an extent that would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor the Subsidiaries have caused or permitted the Release of any Hazardous Substances on or to any of the Real Property in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damage, loss of life, personal injury, nuisance or damage to other property; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance on or the expropriation of any of the Real Property or the assets of the Company.

(f) Except to an extent that would not reasonably be expected to have a Material Adverse Effect with respect to the Company or except as set out in the Company’s Disclosure Letter, neither the Company nor the Subsidiaries has received from any Person or Governmental Entity any notice, formal or informal, of any, nor to the knowledge of the Company is there any pending or threatened, infraction, proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.

(a) the business of the Company shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business consistent with past practices. The Company shall use commercially reasonable best efforts to maintain and preserve its business organization and goodwill and assets, to keep available the services of its officers and shall not make any change in the business, assets, liabilities, operations, capital or affairs of the Company other than changes in the ordinary course of business consistent with past practices;

(b) without limiting the generality of Section 5.1(a), the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do or permit to occur any of the following:

(c) the Company shall use its commercially reasonable efforts to cause the current insurance (or re-insurance) policies of the Company not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage similar to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(d) the Company shall (and cause each of its Subsidiaries to) (i) duly and timely file all Tax Returns required to be filed by it on or after the date hereof and all such

Tax Returns will be true, complete and correct in all material respects; (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due or payable, except for any Taxes contested in good faith pursuant to applicable Laws, provided that the applicable Laws do not require payment of Taxes in dispute during the Tax contest; (iii) not make or rescind any election relating to Taxes; (iv) not make a request for a Tax ruling or enter into a closing agreement with any Tax authorities; (v) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; (vi) not change any of its methods of reporting income, deductions or accounting for income tax purposes from those employed in the preparation of its income tax return for the tax year for which it last filed its Tax Return under the Tax Act, except as may required by applicable Laws; and (vii) promptly inform the Offeror in writing about any proceedings, investigations assessments, reassessments, actions, suits, audits or claims pending or threatened against the Company or any of its Subsidiaries in respect of any Taxes;

(e) the Company shall duly and timely file all material forms, reports, schedules, statements and other documents required to be filed pursuant to any applicable corporate Laws or Securities Laws;

(f) the Company promptly notify the Offeror orally and in writing of (i) any material change (within the meaning of the Securities Act (British Columbia)), in the operation of its business or in the operation of its properties and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated); and (ii) the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would or would be likely to (x) cause any of the representations or warranties of the Company contained herein to be untrue or inaccurate; or (y) result in the failure in any material respect of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied prior to the Effective Time;

(g) except as disclosed in the Company Disclosure Letter, the Company shall not create any new Officer Obligations and the Company shall not grant to any officer, director or Employee an increase in compensation in any form, make any loan, or grant any options to any officer, director or Employee, or take any action with respect to the grant of any severance or termination pay arising from the Offer or a change of control of the Company or enter into any employment agreement with, any officer, director or Employee, or enter into any other agreement with respect to any increase of benefits payable under its current severance or termination pay or any other policies, other than to permit the accelerated vesting of Options in accordance with the provisions of the Stock Option Plan;

(h) the Company shall not adopt or amend or make any contribution to any bonus, profit sharing, option, pension, retirement, deferred compensation, insurance,

incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of Employees except: with respect to its obligations under existing provisions of any of the Company Plans;

(i) the Company shall not undertake any reorganization of the Company or its Subsidiaries or enter into any transaction or series of transactions, take any action or permit any action that would have the effect of preventing the Offeror from obtaining a full tax cost “bump” pursuant to paragraph 88(1)(d) of the Tax Act in respect of the shares of any affiliates or subsidiaries and other non-depreciable capital property directly owned by the Company on March 21, 2010; and

(j) the Company shall, to the extent the Company has the right to direct the sale of Common Shares owned by Kinross Gold Corporation (“Kinross”) contained in section 5 of the Equity Participation Agreement, exercise that right in favour of, and cause such Common Shares to be tendered to, the Offer, but if such rights cannot be complied with without contravening the Equity Participation Agreement, the Company agrees to forego any rights to direct a sale of such Common Shares that it has under Section 5 of the Equity Participation Agreement during the currency of the Offer.

(a) Except as otherwise provided in this Article 6, the Company shall not, directly or indirectly, through any of its Subsidiaries’ Representatives, (i) solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) any inquiries, offers or proposals regarding an Alternative Transaction, (ii) enter into or participate in any discussions or negotiations regarding an Alternative Transaction; (iii) withdraw, modify or qualify (or propose to do so) in a manner adverse to the Offeror, the approval or Recommendation of the Board of Directors of the Offer, (iv) approve, recommend or remain neutral for longer than 5 days regarding, or propose publicly to approve, recommend or remain neutral for longer than 5 days regarding, any Alternative Transaction, or (v) accept, recommend, approve or enter into any agreement, understanding or arrangement in respect of an Alternative Transaction; provided that nothing contained in this Agreement shall prevent the Board of Directors or its Subsidiaries Representatives from doing any of the things otherwise prohibited by the foregoing in respect of any Person who has made an unsolicited bona fide, written proposal regarding a transaction that:

(b) The Company shall, and shall cause its and its Subsidiaries’ Representatives to, immediately terminate any existing discussions or negotiations with any Person (other than the Offeror) with respect to any proposal that constitutes, or which may reasonably be expected to constitute, an Alternative Transaction. The Company shall not amend, modify or waive any of the standstill provisions of the confidentiality agreements entered into by the Company with other parties relating to a potential Alternative Transaction, it being understood and agreed that the termination of a standstill agreement or a standstill provision that occurs as the result of the execution and delivery of this Agreement or the announcement of the Offer in accordance with the terms of such agreement is not a violation of this section. Immediately upon execution of this Agreement, the Company shall request the return or destruction of all information provided to any third parties who have entered into a confidentiality agreement with the Company relating to any potential Alternative Transaction and shall use commercially reasonable efforts to ensure that such requests are honoured in accordance with the terms of such confidentiality agreements.

(c) The Company shall, as soon as practicable and in any event within 24 hours following receipt thereof notify the Offeror, at first orally and then in writing, of any proposal, inquiry, offer (or any amendment thereto) or request relating to or constituting a bona fide Alternative Transaction, any request for discussions or negotiations, and/or any request for non-public information relating to the Company or any of its Subsidiaries or for access to properties, books and records or a list of the Shareholders of the Company or Subsidiaries of which the Company’s Representatives, are or become aware, or any amendments to the foregoing. Such notice shall include a description of the terms and conditions of, and the identity of the Person making, any proposal, inquiry, offer (including any amendment thereto) or request, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Company shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will respond promptly to all inquiries by the Offeror with respect thereto, including requests to provide the Offeror (or its outside counsel) with copies of all documents and written communications relating to any such Alternative Transaction, request or inquiry exchanged between the Company or any of its Representatives, on the one hand, and the person making an Alternative Transaction or any of its Representatives, on the other hand.

(d) Notwithstanding Section 6.1(a) or any provision of this Agreement to the contrary, if after the date of this Agreement, the Company receives a request for non-public information from a Person who proposes an unsolicited bona fide Alternative Transaction (that was not solicited, encouraged or facilitated after the date hereof in contravention of Section 6.1(a), and the Board of Directors determines in good faith consultation with its financial advisors and its legal counsel, that such Alternative Transaction would be, if consummated in accordance with its terms, reasonably likely to result in a Superior Proposal then, and only then, the Company may provide such Person with access to information regarding the Company, subject to the execution of a confidentiality agreement on terms no less favourable to the Company and no more favourable to the counterparty than the Confidentiality Agreement, (except that it shall not preclude that Person from making an Alternative Transaction) provided however that the Company sends a copy of any such confidentiality agreement to the Offeror promptly upon its execution and the Offeror is provided with a list of or copies of the information provided to such person and is immediately provided with access to similar information to which such person was provided and the Company may also enter into or participate in any discussions or negotiations with respect to such Alternative Transaction.

(e) The Company shall ensure that its and its Subsidiaries’ Representatives are aware of the provisions of this Section 6.1 and the Company shall be responsible for any breach of this Section 6.1 by such Representatives.

(f) Nothing contained in this Section 6.1 shall prohibit the Board of Directors from making any disclosure to the Shareholders prior to the Expiry Date if, in the good faith judgment of the Board of Directors, after consultation with outside counsel, such disclosure is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties or is otherwise required under applicable Laws.

(a) Subject to Section 6.2(b), the Company covenants that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality agreement permitted by Section 6.1(d)) unless:

(b) During the Response Period, the Offeror will have the right, but not the obligation, to offer to amend in writing the terms of the Offer. The Board of Directors will review any such written amendment to determine whether the Alternative Transaction to which the Offeror is responding would continue to be a Superior Proposal when assessed against the Offer as it is proposed by the Offeror as amended. If the Board of Directors does not in good faith so determine, the Board of Directors will cause the Company to enter into an amendment to this Agreement reflecting the offer by the Offeror to amend the terms of the Offer and upon the execution by the Parties of such amendment will reaffirm its recommendation of the Offer, as so amended. If the Board of Directors does in good faith so determine, the Company may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal.

(c) Each successive amendment to any Alternative Transaction that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders shall constitute a new Alternative Transaction for the purposes of this Section 6.2(a) and the Offeror shall be afforded a new Response Period in respect of each such Alternative Transaction.

(a) If after the execution of this Agreement:

(b) For greater certainty, the Company shall not be obligated to make more than one Termination Fee payment under Section 6.3 if one or more of the events specified therein occurs.

(a) On or before the Effective Time, at the election of the Offeror, the Offeror shall either secure, or cause the Company to secure, pre-paid, non-cancellable directors’ and officers’ liability insurance for the Company’s present and former directors and officers and those of the Subsidiaries, covering claims made prior to and within six years after the Effective Time, on a “trailing” or “run-off” basis, which policy has scope and coverage substantially equivalent in scope and coverage to that provided by the Company’s current directors’ and officers’ insurance policy.

(b) From and after the Effective Time, the Offeror agrees to maintain in place the insurance policy referenced in Section 7.1(a) of this Agreement and agrees not to take any action, or to cause the Company to take any action, to terminate such directors’ and officers’ liability insurance or any indemnity agreements in place for the current and former directors and officers of the Company and its Subsidiaries.

(c) The provisions of this Section 7.1 are intended to be for the benefit of, and will be enforceable by, each individual referred to therein, his or her heirs and successors and his or her legal representatives and, for such purpose, the Company and any successor of the Company, including but not limited to the Offeror hereby confirms that it is acting as agent on their behalf. Furthermore, the provisions of this Section 7.1 shall survive the termination of this Agreement.

(a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts of which it is aware which occurrence or failure would, or would be reasonably likely to:

(b) Each Party will give prompt notice to the other if at any time before the Expiry Time it becomes aware that the Bid Circular, the Directors’ Circular, an application for an order, any registration, consent, circular or approval, or any other filing under applicable Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in the light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Bid Circular, the Directors’ Circular, such application, registration, consent, circular, approval or filing, and the Offeror and the Company shall co-operate in the preparation of any amendment or supplement to the Bid Circular, the Directors’ Circular, application, registration, consent, circular, approval or filing, as required.

(a) to obtain all necessary consents, approvals and authorizations as are required to be obtained under applicable Law;

(b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby;

(c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby;

(d) to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities or required under any applicable Securities Laws, or any other Law relating to the transactions contemplated herein;

(e) to execute and deliver such documents as the other Party may reasonably require; and

(f) to fulfil all conditions within its power and satisfy all provisions of this Agreement, the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction.

(a) The Company covenants and agrees to advise the Offeror of all purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional purposes where the Company has notified the individual of such additional purpose, and where required by law, obtained the consent of such individual to such use or disclosure.

(b) The Offeror covenants and agrees to:

(a) by mutual consent;

(b) either by the Offeror or by the Company if any Law makes the making or completion of the Offer or the transactions contemplated by this Agreement illegal or otherwise prohibited;

(c) by the Offeror prior to the mailing of the Bid Circular if any condition contained in Section 2.2, including all schedules referenced therein, is not satisfied or waived by the Offeror at or before mailing the Bid Circular;

(d) by either the Offeror or the Company if the Expiry Date does not occur on or prior to the Outside Date, provided that the failure of the Expiry Date to so occur is not the result of the breach of a representation, warranty or covenant by the party terminating this Agreement;

(e) by the Company if (i) the Offeror shall not have performed in all material respects any covenant to be performed by it under this Agreement; or (ii) any representation and warranty made by the Offeror in this Agreement that is qualified by materiality or the expression “Material Adverse Effect” is not true and correct or any other representation or warranty made by the Offeror in this

Agreement not so qualified is not true and correct in all material respects (except to the extent that such representations and warranties speak as of an earlier date which representations and warranties if not true and correct shall not have been true and correct as of that date) and, in any case is not curable or, if curable, is not cured by the earlier of the date which is five Business Days from the date of written notice of such breach and the Expiry Time, provided however, any intentional breach shall be deemed to be not curable; or (iii) if there has been a Material Adverse Change in respect of the Offeror;

(f) by the Offeror if (i) the Company shall not have performed in all material respects, or the Company shall have intentionally or knowingly breached, any covenant in Sections 6.1 or 6.2 hereof, (ii) the Company shall not have performed in all material respects any other covenant to be performed by it under this Agreement, or (iii) any representation or warranty made by the Company in this Agreement that is qualified by materiality or the expression “Material Adverse Effect” is not true and correct or any other representation or warranty made by the Company in this Agreement not so qualified is not true and correct in all material respects (except to the extent that such representations and warranties speak as of an earlier date which representations and warranties if not true and correct shall not have been true and correct as of that date) and, in any case is not curable or, if curable, is not cured by the earlier of the date which is five Business Days from the date of written notice of such breach and the Expiry Time, provided however, that any intentional breach shall be deemed not to be curable;

(g) by the Offeror if the Board of Directors shall have: (i) withdrawn, modified, changed or qualified its approval or Recommendation of the Offer, (ii) approved or recommended or publicly proposes to approve or recommend an Alternative Transaction or entered into a binding written agreement in respect of an Alternative Transaction (other than a confidentiality agreement permitted by Section 6.1(d)) or (iii) upon the written request of the Offeror, failed to publicly recommend or reaffirm its approval of the Offer within five (5) Business Days of any written request by the Offeror (or in the event that the Offer shall be scheduled to expire within such five Business Day period, prior to the scheduled expiry of the Offer);

(h) by the Company if (i) the Offeror has not mailed the Bid Circular by the Latest Mailing Time; (ii) the Offer (or any amendment thereto other than as permitted hereunder or any amendment thereof that has been mutually agreed to by the Parties) does not conform in all material respects with Schedule “A” or any amendment thereof that has been mutually agreed to by the Parties and such non conformity is not cured within five Business Days; (iii) the Offer has been terminated, withdrawn or expires without the Common Shares being taken up thereunder; or (iv) if the Offeror has not taken up and paid for at least 50.1% of the issued and outstanding Common Shares by the Outside Date;

(i) by the Company in order to enter into a binding written agreement with respect to a Superior Proposal (other than a confidentiality agreement permitted by Section 6.1(d)), in compliance with Section 6.2;

(j) by the Offeror if the Minimum Condition is not satisfied or any other condition of the Offer shall not be satisfied or waived at the Expiry Time of the Offer (as such Expiry Time may be extended from time to time by the Offeror in accordance with the terms hereof);

(k) by either the Offeror or the Company if the Offer terminates or expires at the Expiry Time without the Offeror taking up and paying for any of the Common Shares as a result of the failure of any condition to the Offer to be satisfied or waived, unless the failure of such condition shall be due to the failure of the party seeking to terminate this Agreement to perform the obligations required to be performed by it under this Agreement;

(l) by the Offeror, if the Termination Fee becomes payable; or

(m) by the Company, if the Termination Fee becomes payable and payment thereof has been made to the Offeror,

(a) extend the time for the performance of any of the obligations or other acts of the other;

(b) waive compliance with the other’s agreements or the fulfilment of any conditions to its own obligations contained herein; or

(c) waive inaccuracies in any of the other’s representations or warranties contained herein or in any document delivered by the other Party;

(a) if to the Company:

(b) if to the Offeror:

(a) except for the Confidentiality Agreement, constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Parties, with respect to the subject matter hereof;

(b) shall be binding upon and enure to the benefit of the Parties and their respective successors and assigns; and

(c) does not give any other Person (including any Shareholder) any right or recourse whatsoever other than as contemplated in Section 7.1.

Fiscal Year Ended December 31, 2007

Fiscal Year Ended December 31, 2008

Fiscal Year Ended December 31, 2009

Outlook 2010

Financial Risks

Risk of Project Delay

Risk relating to Uncertainty in the Estimation of Mineral Reserves and Mineral Resources

Environmental Risks and Hazard

Metal Price Volatility

Risk linked with industry conditions

Price Fluctuations: Share Price Volatility

Risk on the uncertainty of title

Risks Relating to Statutory and Regulatory Compliance

Workforce Recruitment Risks

Insurance Risk

No History of Earnings

Currency Fluctuations May Affect the Costs of Doing Business

Conflict of Interests

Increased Costs and Compliance Risks as a Result of Being a Public Corporation

Foreign Country and Regulatory Requirements

Risk Linked to the Community of Malartic

Property Description and Location

Accessibility, Local Resources and Infrastructure

Geological Settings

Exploration and Drilling

Sampling Approach and Methodology

Sample Preparation and Analytical Procedures

QA/QC procedures

Mineral Resource Estimates

Analysis of assay quality control data

Mining operations

Development and Exploration

Composition of the Audit Committee

Relevant Education and Experience

External Auditor Service Fees

(a) This Agreement shall not have been terminated pursuant to Section 9.1;

(b) the Company shall have complied in all material respects with all of its covenants and agreements in this Agreement (without giving effect to, applying or taking into consideration any materiality qualification already contained in such covenant or obligation);

(e) no Person shall have commenced a bona fide action for injunctive relief against the performance of this Agreement or the completion of the Offer;

(f) no Person shall have proposed an Alternative Transaction that the Board of Directors has determined to be a Superior Proposal;

(h) directors and officers holding not less than 5,248,669 outstanding Common Shares shall have entered into Lock-Up Agreements which agreements remain in full force and effect;

(k) the Company shall have provided to the Offeror the lists referred to in Section 2.4(b);

(l) no cease trade order, injunction or other prohibition at law shall exist against the Offeror making the Offer or taking-up or paying for any Common Shares deposited under the Offer or completing a Compulsory Acquisition or Subsequent Acquisition Transaction; and

(a) the articles or by-laws of the Offeror;

(b) any applicable Law; or

(c) any contract, agreement, license or permit to which the Offeror is bound or is subject to or of which the Offeror is the beneficiary;

(i) the Company does not have any Subsidiary nor an equity interest in any Person;

(ii) all of the outstanding shares of the Company’s Subsidiaries are owned, directly or indirectly, by the Company;

(iii) except pursuant to restrictions on transfer contained in the articles or by-laws (or their equivalent) of the Company’s Subsidiaries, the outstanding shares of the Company’s Subsidiaries are owned by the Company free and clear of any Encumbrance and all such outstanding shares are outstanding as fully paid and non-assessable shares; and

(iv) except pursuant to this Agreement and the transactions contemplated hereby, there are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any issued or unissued securities of, or interest in, any of the Company Subsidiaries.

(i) the notice of articles or articles of the Company or any of the Company Subsidiaries,

(ii) any applicable Law, or

(iii) any contract, agreement, license or permit to which the Company or any of the Company Subsidiaries is bound or is subject to or of which the Company or any of the Company Subsidiaries is the beneficiary, including, without limitation, any Material Contract;

(i) result in any payment (including bonus, golden parachute, retirement, severance, unemployment compensation, or other benefit or enhanced benefit) becoming payable under any Company Plan;

(ii) increase any benefits otherwise payable under any Company Plan; or

(iii) result in the acceleration of the time of payment, vesting or expiry of any benefits otherwise payable under the Company Plans, or result in any Company Plan becoming terminable other than at the sole and unfettered discretion of the Company.

(i) to file any Tax Return covering any Taxes for which the Company or its Subsidiaries are or may be liable;

(ii) to file any elections, designations or similar filings relating to Taxes for which the Company or its Subsidiaries is or may be liable;

(iii) the Company or its Subsidiaries is required to pay or remit any Taxes or amounts on account of Taxes; or

(iv) any Governmental Authority may assess or collect Taxes for which the Company or its Subsidiaries are or may be liable.

(i) amend its or any of its Subsidiaries notices of articles, articles, charter or by-laws or other comparable organizational documents;

(ii) amend the Stock Option Plan or the terms of any of its outstanding securities including any outstanding indebtedness and credit facilities;

(iii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of the Common Shares owned by any Person or the securities of any Subsidiary owned by a Person other than the Company other than any dividends payable to the Company or any other wholly-owned Subsidiary of the Company;

(iv) issue, sell or pledge or agree to issue, sell or pledge any Common Shares, including Common Shares which qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act, other securities of the Company, any securities of the Subsidiaries or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire Common Shares, or securities of any Company Subsidiaries, other than Common Shares issuable upon exercise of the currently outstanding Options and Warrants;

(v) redeem, purchase or otherwise acquire any of its outstanding Common Shares or other securities;

(vi) split, consolidate or reclassify any of its Common Shares;

(vii) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of the Company or any of its Subsidiaries;

(viii) reorganize, amalgamate or merge the Company or any of its Subsidiaries with any other Person;

(ix) acquire, encumber or divest a shareholding or equity interest in any other entity (including for the avoidance of doubt, each of its Subsidiaries) or any business;

(x) sell, lease, pledge, dispose of or encumber any assets, except in the ordinary course of business consistent with past practices or except for assets with an aggregate value of less than $100,000;

(xi) acquire (by merger, amalgamation, consolidation, acquisition of shares or assets or otherwise) another Person or division thereof or make any investment either by purchase of shares or securities, contribution of capital (other than to wholly-owned Subsidiaries), property transfer or purchase of any property or assets of any other Person or division thereof having a value in excess of $50,000 individually or $100,000 in the aggregate;

(xii) incur, extend, renew or replace any indebtedness or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise become responsible for, the obligations of any other Person (other than in respect of the Company or one of its Subsidiaries) or make any loans or advances, except for fluctuations in working capital in the ordinary course of business consistent with past practices;

(xiii) expend or commit to expend any amounts with respect to capital expenditures in excess of $100,000 individually or $250,000 in the aggregate except in the ordinary course of business consistent with past practices and except consistent with the Company forecast of expenditures for the period between the date hereof and the termination of this Agreement to be agreed upon by each of the Offeror and the Company (the “Company Budget”);

(xiv) pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Financial Statements or of liabilities incurred since August 31, 2009 in the ordinary course of business consistent with past practices or incurred in connection

with transactions contemplated by this Agreement, as set out in the Company Disclosure Letter;

(xv) excluding investments of available cash in short-term bankers’ acceptances and similar investments, enter into any hedges, Swaps or other financial instruments or like transactions;

(xvi) enter into, terminate, waive, modify, amend or release any Person from any obligation under any Material Contract;

(xvii) make any changes in financial or tax accounting methods, principles, policies or practices, except as required by GAAP or by Law;

(xviii) make any Tax election or settle or compromise any Tax liability;

(xix) enter into any Contracts or other transactions with any officer, director or trustee of the Company or any of the Subsidiaries, or any person who at the time the Contract would be entered into owned 10% or more of the outstanding Common Shares;

(xx) except in accordance with Sections 6.1 and 6.2 hereof, enter into any transaction or perform any act which might interfere with or be materially inconsistent with the successful completion of the acquisition of Common Shares by the Offeror pursuant to the Offer or which would render, or which reasonably may be expected to render, inaccurate any of the Company’s representations and warranties set forth in this Agreement or interfere with the completion of the Offer;

(xxi) settle any action, claim or proceeding brought (i) against it and/or its Subsidiaries or (ii) by any present or former holder of its securities or any other person in connection with the transactions contemplated by this Agreement, provided that the Company may settle any such action, claim or proceeding that has a value of less than $100,000, provided that the Offeror shall be given notice of the commencement of any action by the Company or any of its Subsidiaries; or

(xxii) authorize or propose any of the foregoing, or enter into or modify any Contract to do any of the foregoing;

(i) did not result from a breach of this Section 6.1;

(ii) involves the acquisition or offer by such Person of all of the outstanding Common Shares or all or substantially all of the consolidated assets of the Company;

(iii) the Board of Directors has determined in good faith is funded or in respect of which adequate arrangements (in compliance with applicable Securities Laws) have been made to ensure that the required funds will be available to effect payment in full for all of the Common Shares (on a Fully-Diluted Basis) or assets as the case may be;

(iv) would not be subject to any due diligence and/or access condition;

(v) the Board of Directors has determined in good faith (after consultation with its outside legal counsel and receiving an opinion from its financial advisors) that the transaction (x) is reasonably capable of completion without undue delay taking into account all legal, financial, regulatory and other aspects of such transaction and the Person making such transaction, and (y) would, if consummated in accordance with its terms (but not assuming away any risk of non completion) result in a transaction that represents a premium of at least 3% in excess of the value represented by the Offer (including any adjustment to the terms and conditions of the Offer proposed by the Offeror pursuant to Section 6.2); and

(vi) in the case of Section 6.1(a)(v), the Company shall have complied with all of the requirements of Section 6.2;

(i) the Company has complied with its obligations under the other provisions of this Article 6 and has provided the Offeror with a copy of the Superior Proposal;

(ii) a period (the “Response Period”) of five Business Days or such shorter period as may then remain until the Expiry Date shall have elapsed from the date on which the Offeror received written notice from the Board of Directors that the Board of Directors has determined, subject only to compliance with this Section 6.2, to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal;

(iii) after the Response Period (if the Offeror has proposed to amend the terms of this Agreement in accordance with Section 6.2(b), the Board of Directors determines in good faith, after consultation with its financial advisors and outside counsel, that such Alternative Transaction continues to constitute a Superior Proposal; and

(iv) the Company concurrently terminates this Agreement pursuant to Section 9.1(i) and pays to the Offeror the Termination Fee pursuant to Section 6.3.

(i) the Offeror shall have terminated this Agreement pursuant to Section 9.1(g), then the Company shall pay to the Offeror, within one (1) Business Day of termination of this Agreement, the amount of $17,500,000 in immediately available funds to an account designated by the Offeror (the “Termination Fee”);

(ii) the Company shall have terminated this Agreement pursuant to Section 9.1(i), then the Company shall pay the Offeror the Termination Fee prior to or concurrently with entering into the definitive agreement relating to the Superior Proposal;

(iii) the Offeror shall have terminated this Agreement pursuant to clause (i) of Section 9.1(f) on the basis that the Company materially breached any covenant in Section 6.1 or 6.2 then the Company shall pay the Offeror the Termination Fee within one (1) Business Day of termination of this Agreement;

(iv) on or after the date hereof and prior to the Expiry Time, an Alternative Transaction is publicly announced or any person has publicly announced an intention to make an Alternative Transaction and such Alternative Transaction either:

(i) cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect; or

(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Expiry Time, the Take-Up Date or the Effective Time, as applicable.

(i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including the determination to complete such transactions;

(ii) after the completion of the transactions contemplated herein:

(a) acquire direct or indirect beneficial ownership or holding of or control or direction over any additional Common Shares or obtain or enter into any right to do so, with the exception of any Common Shares acquired pursuant to the exercise of Options or Warrants;

(b) grant or agree to grant any proxy or other right to the Subject Common Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Subject Common Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof;

(c) in any manner, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent or otherwise (as applicable), make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers from any person regarding an Alternative Transaction, engage in any discussions or negotiations regarding any Alternative Transaction, or otherwise co-operate in any way with, or assist or participate in, knowingly facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing;

(d) solicit or arrange or provide assistance to any other person to arrange for the solicitation of, purchases of or offers to sell Common Shares or act in concert or jointly with any other person for the purpose of acquiring Common Shares or the purpose of affecting the control of the Company;

(e) option, sell, assign, dispose of, pledge, create an Encumbrance on, grant a security interest in or otherwise convey any Options, Warrants or Subject Common Shares or any right or interest therein, or agree to do any of the foregoing except pursuant to the Offer and this Lock-Up Agreement;

(f) prior to the public announcement by the Offeror and the Company of the entering into of the Support Agreement, directly or indirectly, disclose to any person, firm or corporation (other than the Company and the financial and legal advisors of the Company) the existence of the terms and conditions of this Lock-Up Agreement, or the possibility of the Offeror making the Offer or any terms or conditions or other information concerning the Offer; and

(g) not take any action to encourage or assist any other person to do any of the prohibited acts referred to in foregoing provisions of this Section 2.1.

(a) immediately cease and cause to be terminated any existing solicitations, discussions or negotiations it is engaged in with any person other than the Offeror or any of its affiliates with respect to or which could lead to any potential Alternative Transaction;

(b) promptly (and in any event within 24 hours after it has received any proposal, inquiry, offer or request) notify the Offeror, at first orally and then in writing of: (i) any proposal, inquiry, offer (or any amendment thereto) or request that the Seller receives, or of which the Seller becomes aware, that relates to, or constitutes, or which the Seller reasonably believes could lead to, a bona fide Alternative Transaction; or (ii) any request that the Seller receives for discussions or negotiations relating to an Alternative Transaction or any request for material non-public information relating to the Company or any subsidiary of the Company or any of the Company’s mineral properties by any person or entity that informs the Seller that it is considering making, or has made, an Alternative Transaction. Such notice to the Offeror shall include a description of the terms and conditions of, and the identity of the person making, any such proposal, inquiry, offer (including any amendment thereto) or request and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Seller shall also provide such other details of the proposal, inquiry, offer or request, or any amendment to the foregoing, as the Offeror may reasonably request. The Seller shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will respond promptly to all inquiries by the Offeror with respect thereto; and

(c) exercise the voting rights attaching to the Subject Common Shares and otherwise use the Seller’s commercially reasonable efforts in the Seller’s capacity as a shareholder of the Company to oppose any proposed action

by the Company, the Shareholders, any of the Company’s Subsidiaries or any other person: (i) in respect of any merger, take-over bid, amalgamation, plan of arrangement, business combination or similar transaction involving the Company or any other than the Offer; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the take-up of and payment for the Subject Common Shares deposited under the Offer or the successful completion of the Offer, including without limitation any amendment to the articles or by-laws of the Company or its corporate structure; or (iii) which would reasonably be expected to result in a Material Adverse Effect in respect of the Company. In connection therewith, the Seller hereby appoints the Offeror as its attorney in fact (which appointment is unconditional, irrevocable (subject to Article 5), and is coupled with an interest) for and on his behalf to execute a proxy appointing a person designated by the Offeror to attend and act on behalf of each such Seller at any meeting of shareholders of the Company in respect of any of the matters referred to in this Section 2.2(c); provided that if, pursuant to this power of attorney, the Offeror has executed and not revoked a proxy in respect of such a meeting, which proxy has been accepted by the Company, then in such circumstances the Seller shall not be responsible for voting under this Section 2.2(c). The Offeror shall advise the Seller upon executing any proxies in respect of the Subject Common Shares held by the Seller.

(a) the Seller is the sole beneficial owner of and/or controls all of the Common Shares, Options and/or Warrants set forth opposite the Seller’s name on Schedule A and, except as set forth on Schedule B, the Seller is the registered owner of such Common Shares, Options and/or Warrants;

(b) (i) the only securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by the Seller are those listed on Schedule A beside the Seller’s name, and (ii) other than any Options or Warrants listed opposite the name of the Seller in Schedule A or Common Shares issuable on the exercise thereof, the Seller has no right to acquire any Common Shares and has no other agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Seller or transfer to the Seller of additional securities of the Company;

(c) the Seller has the sole right to sell (or has obtained all consents required to do so) and vote all the Subject Common Shares now held, and will have the right to sell and vote all the Subject Common Shares hereafter acquired by the Seller;

(d) all the Subject Common Shares held by the Seller will, at the time at which Offeror takes up and pays for such Subject Common Shares, be

beneficially owned by the Seller with good and marketable title thereto, free and clear of any and all Encumbrances and are and will at such time be issued and outstanding as fully paid and non-assessable shares in the capital of the Company;

(e) no person has any agreement, option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Common Shares owned by the Seller or any interest therein or right thereto, except the Offeror pursuant to this Lock-Up Agreement;

(f) none of the execution or delivery of this Lock-Up Agreement by the Seller, the authorization of this Lock-Up Agreement by the Seller or the compliance by the Seller of its obligations under this Lock-Up Agreement, will result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of (i) if such Seller is a corporation, the constating documents or by-laws of such Seller; (ii) any applicable Laws, or (iii) any note, bond, mortgage, indenture or contract or agreement to which the Seller is party or by which the Seller is bound;

(g) if the Seller is a corporation, the Seller is duly organized under the Laws of its jurisdiction of incorporation and is validly existing;

(h) if the Seller is a corporation, the Seller has the necessary corporate power and authority to enter into this Lock-Up Agreement and to perform its obligations hereunder, and its execution and delivery of this Lock-Up Agreement and the performance by it of its obligations under this Lock-Up Agreement have been duly authorized and no other corporate proceedings on its part are necessary to authorize this Lock-Up Agreement;

(i) this Lock-Up Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction to general principles of equity;

(j) other than in connection with or in compliance with the provisions of Applicable Securities Laws, the policies of the TSX Venture Exchange and the Toronto Stock Exchange and as otherwise contemplated herein: (i) there is no legal impediment to the Seller’s consummation of the transactions contemplated by this Lock-Up Agreement; and (ii) no filing or registration with, or authorization, consent or approval of, any government authority need be obtained by the Seller in connection with the making or the consummation of the Offer;

(k) the Seller has not previously granted or agreed to grant any ongoing proxy in respect of the Subject Common Shares or entered into any voting trust, vote pooling or any other agreement with respect to the right to vote, call meetings of shareholders or get consents or approvals of any kind as to the Subject Common Shares; and

(l) except as set forth on Schedule B, the Seller is a resident of Canada for the purposes of the Income Tax Act (Canada).

(a) insofar as this Lock-Up Agreement applies to the Seller:

(b) by the Offeror if:

(c) No termination pursuant to this Section 5.1 shall prejudice the rights of a party as a result of any breach by any other party of its obligations hereunder.

(d) Upon termination of this Lock-Up Agreement, the Seller shall be entitled to withdraw any of such Seller’s Common Shares deposited under the Offer.

(e) Any party wishing to exercise its termination rights under this Section 5 shall not be in material default in the performance of its obligations hereunder. In the event of the termination of this Lock-Up Agreement as provided under Section 5.1(b), this Lock-Up Agreement shall have no further force or effect and there shall be no obligation on the part of the Offeror or the Seller hereunder.

(a) in the case of the Seller, the address for service for the Seller shall be shown on Schedule A.

(b) in the case of Offeror:

(c) at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this Section, and if so given shall be deemed to have been given and received at the time of receipt (if a business day, if not then on the next succeeding business day) unless actually received after 5:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been given and received on the next business day.

(a) acquire direct or indirect beneficial ownership or holding of or control or direction over any additional Common Shares or obtain or enter into any right to do so, with the exception of any Common Shares acquired pursuant to the exercise of Options or Warrants;

(b) grant or agree to grant any proxy or other right to the Subject Common Shares, or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of such Subject Common Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof;

(c) in any manner, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent or otherwise (as applicable), make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers from any person regarding an Alternative Transaction, engage in any discussions or negotiations regarding any Alternative Transaction, or otherwise co-operate in any way with, or assist or participate in, knowingly facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing;

(d) solicit or arrange or provide assistance to any other person to arrange for the solicitation of, purchases of or offers to sell Common Shares or act in concert or jointly with any other person for the purpose of acquiring Common Shares or the purpose of affecting the control of the Company;

(e) option, sell, assign, dispose of, pledge, create an Encumbrance on, grant a security interest in or otherwise convey any Options, Warrants or Subject Common Shares or any right or interest therein, or agree to do any of the foregoing except pursuant to the Offer and this Lock-Up Agreement;

(f) prior to the public announcement by the Offeror and the Company of the entering into of the Support Agreement, directly or indirectly, disclose to any person, firm or corporation (other than the Company and the financial and legal advisors of the Company) the existence of the terms and conditions of this Lock-Up Agreement, or the possibility of the Offeror making the Offer or any terms or conditions or other information concerning the Offer; and

(g) not take any action to encourage or assist any other person to do any of the prohibited acts referred to in foregoing provisions of this Section 2.1.

(a) immediately cease and cause to be terminated any existing solicitations, discussions or negotiations it is engaged in with any person other than the Offeror or any of its affiliates with respect to or which could lead to any potential Alternative Transaction;

(b) promptly (and in any event within 24 hours after it has received any proposal, inquiry, offer or request) notify the Offeror, at first orally and then in writing of: (i) any proposal, inquiry, offer (or any amendment thereto) or request that the Seller receives, or of which the Seller becomes aware, that relates to, or constitutes, or which the Seller reasonably believes could lead to, a bona fide Alternative Transaction; or (ii) any request that the Seller receives for discussions or negotiations relating to an Alternative Transaction or any request for material non-public information relating to the Company or any subsidiary of the Company or any of the Company’s mineral properties by any person or entity that informs the Seller that it is considering making, or has made, an Alternative Transaction. Such notice to the Offeror shall include a description of the terms and conditions of, and the identity of the person making, any such proposal, inquiry, offer (including any amendment thereto) or request and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Seller shall also provide such other details of the proposal, inquiry, offer or request, or any amendment to the foregoing, as the Offeror may reasonably request. The Seller shall keep the Offeror promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to the foregoing, and will respond promptly to all inquiries by the Offeror with respect thereto; and

(c) exercise the voting rights attaching to the Subject Common Shares and otherwise use the Seller’s commercially reasonable efforts in the Seller’s capacity as a shareholder of the Company to oppose any proposed action

by the Company, the Shareholders, any of the Company’s Subsidiaries or any other person: (i) in respect of any merger, take-over bid, amalgamation, plan of arrangement, business combination or similar transaction involving the Company or any other than the Offer; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the take-up of and payment for the Subject Common Shares deposited under the Offer or the successful completion of the Offer, including without limitation any amendment to the articles or by-laws of the Company or its corporate structure; or (iii) which would reasonably be expected to result in a Material Adverse Effect in respect of the Company. In connection therewith, the Seller hereby appoints the Offeror as its attorney in fact (which appointment is unconditional, irrevocable (subject to Article 5), and is coupled with an interest) for and on his behalf to execute a proxy appointing a person designated by the Offeror to attend and act on behalf of each such Seller at any meeting of shareholders of the Company in respect of any of the matters referred to in this Section 2.2(c); provided that if, pursuant to this power of attorney, the Offeror has executed and not revoked a proxy in respect of such a meeting, which proxy has been accepted by the Company, then in such circumstances the Seller shall not be responsible for voting under this Section 2.2(c). The Offeror shall advise the Seller upon executing any proxies in respect of the Subject Common Shares held by the Seller.

(a) the Seller is the sole beneficial owner of and/or controls all of the Common Shares, Options and/or Warrants set forth opposite the Seller’s name on Schedule A and, except as set forth on Schedule B, the Seller is the registered owner of such Common Shares, Options and/or Warrants;

(b) (i) the only securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by the Seller are those listed on Schedule A beside the Seller’s name, and (ii) other than any Options or Warrants listed opposite the name of the Seller in Schedule A or Common Shares issuable on the exercise thereof, the Seller has no right to acquire any Common Shares and has no other agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Seller or transfer to the Seller of additional securities of the Company;

(c) the Seller has the sole right to sell (or has obtained all consents required to do so) and vote all the Subject Common Shares now held, and will have the right to sell and vote all the Subject Common Shares hereafter acquired by the Seller;

(d) all the Subject Common Shares held by the Seller will, at the time at which Offeror takes up and pays for such Subject Common Shares, be beneficially owned by the Seller with good and marketable title thereto, free and clear of any and all Encumbrances and are and will at such time be issued and outstanding as fully paid and non-assessable shares in the capital of the Company;

(e) no person has any agreement, option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject

Common Shares owned by the Seller or any interest therein or right thereto, except the Offeror pursuant to this Lock-Up Agreement;

(f) none of the execution or delivery of this Lock-Up Agreement by the Seller, the authorization of this Lock-Up Agreement by the Seller or the compliance by the Seller of its obligations under this Lock-Up Agreement, will result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of (i) if such Seller is a corporation, the constating documents or by-laws of such Seller; (ii) any applicable Laws, or (iii) any note, bond, mortgage, indenture or contract or agreement to which the Seller is party or by which the Seller is bound;

(g) if the Seller is a corporation, the Seller is duly organized under the Laws of its jurisdiction of incorporation and is validly existing;

(h) if the Seller is a corporation, the Seller has the necessary corporate power and authority to enter into this Lock-Up Agreement and to perform its obligations hereunder, and its execution and delivery of this Lock-Up Agreement and the performance by it of its obligations under this Lock-Up Agreement have been duly authorized and no other corporate proceedings on its part are necessary to authorize this Lock-Up Agreement;

(i) this Lock-Up Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction to general principles of equity;

(j) other than in connection with or in compliance with the provisions of Applicable Securities Laws, the policies of the TSX Venture Exchange and the Toronto Stock Exchange and as otherwise contemplated herein: (i) there is no legal impediment to the Seller’s consummation of the transactions contemplated by this Lock-Up Agreement; and (ii) no filing or registration with, or authorization, consent or approval of, any government authority need be obtained by the Seller in connection with the making or the consummation of the Offer;

(k) the Seller has not previously granted or agreed to grant any ongoing proxy in respect of the Subject Common Shares or entered into any voting trust, vote pooling or any other agreement with respect to the right to vote, call meetings of shareholders or get consents or approvals of any kind as to the Subject Common Shares; and

(l) except as set forth on Schedule B, the Seller is a resident of Canada for the purposes of the Income Tax Act (Canada).

(a) insofar as this Lock-Up Agreement applies to the Seller:

(b) by the Offeror if:

(c) No termination pursuant to this Section 5.1 shall prejudice the rights of a party as a result of any breach by any other party of its obligations hereunder.

(d) Upon termination of this Lock-Up Agreement, the Seller shall be entitled to withdraw any of such Seller’s Common Shares deposited under the Offer.

(e) Any party wishing to exercise its termination rights under this Section 5 shall not be in material default in the performance of its obligations hereunder. In the event of the termination of this Lock-Up Agreement as provided under Section 5.1(b), this Lock-Up Agreement shall have no further force or effect and there shall be no obligation on the part of the Offeror or the Seller hereunder.

(a) in the case of the Seller, the address for service for the Seller shall be shown on Schedule A.

(b) in the case of Offeror:

(c) at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this Section, and if so given shall be deemed to have been given and received at the time of receipt (if a business day, if

not then on the next succeeding business day) unless actually received after 5:00 p.m. (local time) at the point of delivery in which case it shall be deemed to have been given and received on the next business day.

Land Area

Rights and Obligations Associated with Mining Titles

Agreements and Encumbrances

Environmental Exposures

Environmental Approvals and Permits

Accessibility

Climate

Local Resources and Infrastructure

Physiography

Prior and Current Ownership

Exploration History

Historic Drilling

Production History

Post Production Resource and Reserve History

General Exploration

Osisko Drilling Program

Methodology and Planning

Diamond Drill Core Logging and Sampling

Core Sampling, Security and Chain-of-Custody

Analytical Laboratories

Sample Preparation and Analytical Procedures

Gold Analyses

Specific Gravity

Annual Mine Production Plan

Mineral Processing

Operating Costs

Development -General

Relocation

Engineering and Construction Management

Procurement

Electrical and Communication

Infrastructure

Processing

Tailings/Water Management

Mining (site preparation)

Milling

Schedule

Community Relations

Environment

Health and Safety

Exploration — Other projects

(a) each Chief Executive Officer;

(b) each Chief Financial Officer;

(c) each of your Corporation’s three most highly compensated executive officers, other than the Chief Executive Officer and the Chief Financial Officer, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000; and

(d) any additional individuals for whom disclosure would have been provided under (c) except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year-end.

(A) in the case of (i) above, the date on which such injunction or order ceases to be in effect, provided that such injunction or order is not being contested or appealed, and

(B) in the case of (ii) above, the date on which the Company supplies such necessary documents, information, lists or other assistance.

In addition, the Latest Mailing Time may, at the option of the Offeror, be extended if an Alternative Transaction with a per Common Share offering price greater than the per Common Share offering price of the Offer shall have been (i) publicly announced by any Person other than the Offeror unless, since such Alternative Transaction was announced, the Board of Directors has publicly stated that such offer is not a Superior Proposal and has publicly reaffirmed its recommendation in favour of the Offer, or (ii) privately submitted to the Company or the Board of Directors or any committee or member thereof unless the Board of Directors has confirmed in writing to the Offeror that such Alternative Transaction is not a Superior Proposal, in which case the Latest Mailing Time may be extended until the Board of Directors has publicly stated that such offer is not a Superior Proposal and has publicly reaffirmed its recommendation in favour of the Offer, in the case of (i) above or the Board of Directors has confirmed in writing to the Offeror that such Alternative Transaction is not a Superior Proposal, in the case of (ii) above.

The Company and its advisors shall be given a reasonable opportunity to review and comment on the Bid Circular prior to its printing, recognizing that whether or not such comments are appropriate will be determined by the Offeror, acting reasonably.

(A) has been accepted by the Board of Directors; or

(B) has not expired, been withdrawn or been publicly abandoned, and

(A) collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially

collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless:

(B) where required by Law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to the Offeror; and

(C) return or destroy the Transferred Information, at the option of the Company, should the transactions contemplated herein not be completed.

(i) at any time by mutual consent of the Offeror and such Seller;

(ii) if there has been a breach or non-performance by the Offeror of a material obligation or covenant contained in this Lock-Up Agreement or if any representation or warranty of the Offeror contained in this Lock-Up Agreement is untrue or incorrect in any material respect, where such breach is reasonably likely to prevent or materially delay consummation of the transactions contemplated by this Lock-Up Agreement; or

(iii) if the Support Agreement is terminated and the Termination Fee is paid to the Offeror in accordance with the provisions thereof.

(i) any Locked-Up Shareholder has not complied in any material respect with all of its covenants contained herein or under the applicable Lock-Up Agreement or if any representation or warranty of any Locked-up Shareholder under this Lock-Up Agreement is untrue or incorrect in any material respect;

(ii) any of the conditions of the Offer is not satisfied or waived at the Expiry Time and the Offeror elects not to waive such condition; or

(iii) the Support Agreement is terminated in accordance with the provisions thereof.

(i) at any time by mutual consent of the Offeror and such Seller;

(ii) if there has been a breach or non-performance by the Offeror of a material obligation or covenant contained in this Lock-Up Agreement or if any representation or warranty of the Offeror contained in this Lock-Up Agreement is untrue or incorrect in any material respect, where such breach is reasonably likely to prevent or materially delay consummation of the transactions contemplated by this Lock-Up Agreement; or

(iii) if the Support Agreement is terminated and any required Termination Fee is paid to the Offeror in accordance with the provisions thereof.

(i) any Locked-Up Shareholder has not complied in any material respect with all of its covenants contained herein or under the applicable Lock-Up Agreement or if any representation or warranty of any Locked-up Shareholder under this Lock-Up Agreement is untrue or incorrect in any material respect;

(ii) any of the conditions of the Offer is not satisfied or waived at the Expiry Time and the Offeror elects not to waive such condition; or

(iii) the Support Agreement is terminated in accordance with the provisions thereof.

(A) in the case of (i) above, the date on which such injunction or order ceases to be in effect, provided that such injunction or order is not being contested or appealed, and

(B) in the case of (ii) above, the date on which the Company supplies such necessary documents, information, lists or other assistance.

The Company and its advisors shall be given a reasonable opportunity to review and comment on the Bid Circular prior to its printing, recognizing that whether or not such comments are appropriate will be determined by the Offeror, acting reasonably.

(1) the Offer is not completed as a result of either (a) the Minimum Condition not having been met or (b) the sale not having been consummated by the Outside Date, and

(2) within 12 months of the termination of this Agreement any Person either (a) acquires, directly or indirectly, (i) more than 50% of the issued and outstanding Common Shares, or (ii) more than a 50% interest in the Hammond Reef property or (b) enters into a binding commitment to do any of the foregoing;

(1) the Company or the Offeror has first notified such individual of such additional purpose, and where required by law, obtained the consent of such individual to such additional purpose, or

(2) such use or disclosure is permitted or authorized by law, without notice to, or consent from, such individual;

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Unr5Bfs5mlzRk2OAZL6g16hAv0qFR/UvZYkaAIyNDBw7U3fv/hqDsDpoO1JxsIwb ZCyCgJvkkQ/dJbvT/UslpA== 0001047469-10-003678.txt : 20100413 0001047469-10-003678.hdr.sgml : 20100413 20100413172201 ACCESSION NUMBER: 0001047469-10-003678 CONFORMED SUBMISSION TYPE: F-8 PUBLIC DOCUMENT COUNT: 41 FILED AS OF DATE: 20100413 EFFECTIVENESS DATE: 20100413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSISKO MINING Corp CENTRAL INDEX KEY: 0001488681 IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166055 FILM NUMBER: 10747817 BUSINESS ADDRESS: STREET 1: 1100, RUE DE LA GAUCHETIERE OUST STREET 2: BUREAU 300, C.P. 211 CITY: MONTREAL STATE: A8 ZIP: H3B 2S2 BUSINESS PHONE: 514-735-7131 MAIL ADDRESS: STREET 1: 1100, RUE DE LA GAUCHETIERE OUST STREET 2: BUREAU 300, C.P. 211 CITY: MONTREAL STATE: A8 ZIP: H3B 2S2 F-8 1 a2197935zf-8.htm FORM F-8
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As filed with the United States Securities and Exchange Commission on April 13, 2010

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OSISKO MINING CORPORATION
(Exact name of Registrant as specified in its charter)


Canada (Province or other jurisdiction of incorporation or organization)	1040 (Primary Standard Industrial Classification Code Number)	Not Applicable (I.R.S. Employer Identification No.)

1100 De La Gauchetière Street West, Suite 300 P.O. Box 211 Montréal, Quebec Canada, H3B 2S2 (514) 735-7131 (Address and telephone number of Registrant's principal executive offices)

CT Corporation 111 Eighth Avenue, 13^th Floor New York, NY 10011 (212) 894-8940 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:
André Le Bel Osisko Mining Corporation 1110 De La Gauchetière St. West Suite 300, P.O. Box 211 Montréal, Quebec Canada H3B 2S2	Martin C. Glass Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018	Linda E. Misetich Fraser Milner Casgrain LLP 1 First Canadian Place, 39^th Fl. 100 King Street West Toronto, Ontario Canada M5X 1B2

Approximate date of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective

This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(2)	Amount of registration fee




Common Shares	40,891,084	$1.90	$77,693,060	$5,540

(1): Represents the maximum number of common shares of the Registrant estimated to be issuable upon consummation of the offer to purchase all of the issued and outstanding common shares of Brett Resources Inc. ("Brett"), calculated as the product of (a) 120,267,895, which is the number of outstanding common shares of Brett, other than shares beneficially owned by the Registrant, as of April, 5, 2010, calculated on a fully-diluted basis, as provided to the Registrant by Brett, and (b) the exchange ratio of 0.34 of a common share of the Registrant for each common share of Brett.
(2): Calculated pursuant to General Instruction IV.G(4) to Form F-8, solely for purposes of calculating the registration fee. The average of the high and low price of the Brett common shares, which are the securities to be received by the Registrant, as reported on the Toronto Stock Exchange on March 15, 2010 was Cdn.$1.90 per share, which, converted into U.S. dollars based on the exchange rate of U.S. $1.00 to Cdn.$1.0015 the noon spot rate as reported by the Bank of Canada on April 12, 2010, equals U.S. $1.90 per common share. The total value of the securities to be received from holders is therefore U.S.$77,693,060, and the registration fee is U.S.$5,540.

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Item 1. Jurisdiction Document.

Offer to Purchase and Circular dated April 13, 2010, including the Letter of Transmittal, Notice of Guaranteed Delivery and Letter to Brett Shareholders.

Item 2. Informational Legends.

See "Notice to United States Shareholders" on page 3 of the Offer and Circular dated April 13, 2010.

Item 3. Incorporation of Certain Information by Reference.

As required by this Item, the Offer to Purchase and Circular provides that copies of the documents incorporated by reference may be obtained on request without charge from the Corporate Secretary of the Registrant at 1100 De La Gauchetière Street West, Suite 200, P.O. Box 211, Montréal, Quebec, Canada H3B 2S2 or by telephone: 514-735-7131.

Item 4. List of Documents Filed with the Commission.

See the heading "Documents Filed as Part of the Registration Statement" in the Offer to Purchase and Circular dated as of April 13, 2010.

I-1

This Offer and Circular (collectively, the "Offer Documents") are important and require your immediate attention. If you are in any doubt as to how to deal with them, you should consult your investment dealer, stockbroker, accountant, lawyer or other professional advisor. Inquiries concerning the information in this document should be directed to Kingsdale Shareholder Services Inc., toll free at 1-877-659-1824. The Offer has not been approved or disapproved by any securities commission or similar authority nor has any securities commission or similar authority passed upon the fairness or merits of the Offer or upon the accuracy or adequacy of the information contained in the Offer Documents. Any representation to the contrary is an offence.

Information has been incorporated by reference in this Offer and Circular from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Osisko at 1100 De La Gauchetière Ouest, Bureau 300, C.P. 211, Montréal, Québec H3B 2S2 or Telephone: (514) 735-7131 and are also available electronically at www.sedar.com.

April 13, 2010

OFFER TO PURCHASE

all of the outstanding common shares of

BRETT RESOURCES INC.

on the basis of 0.34 of an Osisko common
share and $0.0001 in cash for each common share of Brett

Osisko Mining Corporation ("Osisko" or the "Offeror") hereby offers (the "Offer") to purchase, on and subject to the terms and conditions of the Offer, all of the issued and outstanding common shares of Brett Resources Inc. ("Brett" or the "Company"), including common shares that may become outstanding after the date of this Offer but before the expiry time of the Offer upon the conversion, exchange or exercise of options, warrants or other securities of Brett that are convertible into or exchangeable or exercisable for common shares (collectively, the "Common Shares"), on the basis of 0.34 of an Osisko Common Share (as hereinafter defined) and $0.0001 in cash for each Common Share (the "Offer Consideration").

The Offer is open for acceptance until 5:00 p.m. (Toronto time) on May 19, 2010 (the "Expiry Time"), unless the Offer is extended or withdrawn.

The Board of Directors of Brett has UNANIMOUSLY APPROVED the Offer and has, following consultation with its legal and financial advisors, and based, among other things, upon receipt of fairness opinions, UNANIMOUSLY DETERMINED that the Offer is fair and is in the best interests of Brett and the Shareholders (as hereinafter defined) (other than the Offeror and its associates and affiliates). The Board of Directors of Brett UNANIMOUSLY RECOMMENDS that Shareholders ACCEPT the Offer.

The Offer is conditional upon, among other things, there having been validly deposited under the Offer and not withdrawn at the Expiry Time such number of Common Shares that, together with any Common Shares beneficially owned or over which control or direction is exercised by Osisko and its affiliates and joint actors, represents at least 66²/3% of the total number of Common Shares outstanding. This condition and the other conditions of the Offer are described under "Conditions of the Offer" in Section 4 of the Offer. Subject to applicable laws, Osisko reserves the right to withdraw the Offer and to not take up and pay for any Common Shares deposited under the Offer unless each of the conditions of the Offer is satisfied or waived at or prior to the Expiry Time.

The Common Shares are listed on the TSX Venture Exchange (the "TSXV") under the symbol "BBR" and trade on the Frankfurt Stock Exchange (the "FRK") under the symbol "A4N". The Osisko Common Shares are listed on the Toronto Stock Exchange ("TSX") under the symbol "OSK" and trade on the FRK under the symbol "EWX". The Offer represents a premium of approximately 56.1% over the March 16, 2010 closing price of the Common Shares on the TSXV of $1.98, based on a closing price of $9.09 per Osisko Common Share on the TSX on that same date, which was the last trading day for the Common Shares prior to Osisko's announcement of its intention to make an Offer. The Offer also represents a premium of approximately 52.5% based on the volume weighted average prices of Osisko and Brett for the 20 trading days ended March 16, 2010 on the TSX and TSXV, respectively. Osisko has applied to have the Osisko Common Shares to be issued in connection with the Offer approved for listing on the TSX.

The Offeror and Brett have entered into a support agreement dated March 21, 2010 (the "Support Agreement"), pursuant to which the Offeror has agreed to make the Offer and Brett has agreed to support and recommend the Offer, all subject to the conditions set forth in the Support Agreement. See "Agreements Relating to the Offer — Support Agreement" in Section 4 of the Circular.

Pursuant to lock-up agreements entered into with each of the officers and directors of Brett, each such Shareholder has agreed to deposit under the Offer and not withdraw, subject to certain conditions, Common Shares representing in the aggregate approximately 5.0% of the issued and outstanding Common Shares. In addition, the Offer has the support of certain institutional and other shareholders of Brett who have agreed to tender their Common Shares to the Offer, which together represent approximately 16.5% of the issued and outstanding Common Shares. See Section 4 of the Circular, "Agreements Relating to the Offer — Lock-Up Agreements".

Prospective investors should be aware that, during the period of the Offer, Osisko or its affiliates, directly or indirectly, may bid for or make purchases of Common Shares, as permitted by applicable laws or regulations of Canada or its Provinces or Territories. See Section 13 of the Offer, "Market Purchases".

The Osisko Common Shares offered pursuant to this Offer involve certain risks and uncertainties. For a discussion of risks and uncertainties to consider in assessing the Offer, see "Risks Relating to the Offer" in Section 7 of the Circular and the risks and uncertainties described in Osisko's annual information form for the fiscal year ended December 31, 2009 and annual management's discussion and analysis, which are incorporated by reference into the Offer and Circular. See Section 11 of the Circular, "Documents Incorporated by Reference".

Shareholders who wish to accept the Offer must properly complete and execute the accompanying letter of transmittal (printed on yellow paper) (the "Letter of Transmittal") or a manually signed facsimile thereof and deposit it, at or prior to the Expiry Time, together with certificate(s) representing their Common Shares and all other required documents, with the Depositary (as hereinafter defined) at its office in Toronto, Ontario set out in the Letter of Transmittal in accordance with the instructions set out in the Letter of Transmittal. Alternatively, Shareholders may: (1) accept the Offer where the certificate(s) representing the Common Shares are not immediately available, or if the certificate(s) and all other required documents cannot be delivered to the Depositary at or prior to the Expiry Time, by following the procedures for guaranteed delivery set out in Section 3 of the Offer, "Manner of Acceptance — Procedure for Guaranteed Delivery", using the accompanying notice of guaranteed delivery (printed on blue paper) (the "Notice of Guaranteed Delivery") or a manually signed facsimile thereof; or (2) accept the Offer by following the procedures for book-entry transfer of Common Shares set out in Section 3 of the Offer, "Manner of Acceptance — Acceptance by Book-Entry Transfer". Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Common Shares directly with the Depositary.

Shareholders whose Common Shares are registered in the name of an investment advisor, stock broker, bank, trust company or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such Common Shares under the Offer.

Osisko has engaged Kingsdale Shareholder Services Inc. to act as the depositary (in its capacity as depositary, the "Depositary") and information agent (in its capacity as information agent, the "Information Agent") under the Offer, to provide a resource for information for Shareholders. Questions and requests for assistance may be directed to the Information Agent or the Depositary. Additional copies of the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge on request from the Information Agent or the Depositary. The contact details for the Information Agent and the Depositary are provided at the end of this document.

This document does not constitute an offer or a solicitation made to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, Osisko may, in Osisko's sole discretion, take such action as Osisko may deem necessary to extend the Offer to Shareholders in any such jurisdiction.

These securityholder materials are being sent to both registered and non-registered owners of the Common Shares of the Company. If you are a non-registered owner of Common Shares, and Osisko or its agent has sent these materials directly to you, your name and address and information about your holdings of Common Shares of the Company have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

(continued from cover)

NOTICE TO UNITED STATES SHAREHOLDERS

Osisko has filed with the United States Securities and Exchange Commission (the "SEC") a Registration Statement on Form F-8, and expects to mail this Offer and Circular to Shareholders. OSISKO URGES SHAREHOLDERS TO READ THE REGISTRATION STATEMENT AND OFFER AND CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Shareholders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Osisko will be available free of charge from Osisko. You should direct requests for documents to Corporate Secretary, Osisko Mining Corporation, 1100 De La Gauchetière Ouest, Bureau 300, C.P. 211, Montreal, Québec, H3B 2S2 or by telephone at (514) 735-7131. To obtain timely delivery, such documents should be requested not later than May 12, 2010, five business days before the Expiry Date.

This Offer is made by a Canadian corporation that is permitted, under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States, to prepare this Offer and Circular in accordance with the disclosure requirements of Canadian securities laws. Shareholders in the United States should be aware that such requirements are different from those of the United States. The financial statements included or incorporated by reference herein have been prepared in accordance with Canadian generally accepted accounting principles and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Shareholders should be aware that the disposition of their Common Shares and their acquisition of Osisko Common Shares under the Offer may have tax consequences both in the United States and in Canada. Such consequences for Shareholders who are resident in, or citizens of, the United States may not be described fully herein, and such holders are urged to consult their own tax advisors.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that each of Osisko and Brett are incorporated or organized under the laws of Canada and the Province of British Columbia, respectively, that some or all of their respective officers and directors may reside outside the United States, that some or all of the experts named herein may reside outside the United States, and that all or a substantial portion of the assets of Osisko and Brett and such above-mentioned persons may be located outside the United States.

THE SECURITIES OFFERED PURSUANT TO THIS OFFER AND CIRCULAR HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY UNITED STATES STATE SECURITIES COMMISSION NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY UNITED STATES STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFER AND CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Shareholders should be aware that, during the period of the Offer, Osisko or its affiliates, directly or indirectly, may bid for or make purchases of Common Shares, or certain related securities, as permitted by applicable laws or regulations of Canada or its provinces or territories.

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, SHAREHOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS OFFER TO PURCHASE AND CIRCULAR IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY SHAREHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON SUCH SHAREHOLDERS UNDER THE INTERNAL REVENUE CODE; (B) THIS DISCUSSION WAS WRITTEN IN CONNECTION WITH PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS DISCUSSED IN THIS OFFER TO PURCHASE AND CIRCULAR; AND (C) EACH SHAREHOLDER SHOULD SEEK ADVICE BASED ON SUCH PERSON'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

TABLE OF CONTENTS

			Page

NOTICE TO HOLDERS OF CONVERTIBLE SECURITIES			6
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION			7
INFORMATION CONCERNING BRETT			9
REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES			9
CAUTIONARY NOTE CONCERNING MINERAL RESOURCE CALCULATIONS			9
QUESTIONS AND ANSWERS ABOUT THE OFFER			10
SUMMARY OF THE OFFER			16
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION			23
GLOSSARY			26
OFFER			32
	1.	The Offer	32
	2.	Time for Acceptance	33
	3.	Manner of Acceptance	33
	4.	Conditions of the Offer	37
	5.	Extension, Variation or Change in the Offer	39
	6.	Take Up and Payment for Deposited Common Shares	40
	7.	Withdrawal of Deposited Common Shares	41
	8.	Return of Deposited Common Shares	42
	9.	Changes in Capitalization; Adjustments; Liens	43
	10.	Notices and Delivery	43
	11.	Mail Service Interruption	44
	12.	Common Shares Not Deposited under the Offer	44
	13.	Market Purchases	44
	14.	Other Terms of the Offer	45
CIRCULAR			47
	1.	Osisko	47
	2.	Brett	47
	3.	Background to the Offer	48
	4.	Agreements Relating to the Offer	49
	5.	Benefits of and Reasons to Accept the Offer	55
	6.	Purpose of the Offer and Plans for Brett	57
	7.	Risks Relating to the Offer	57
	8.	Source of Offer Consideration	60
	9.	Summary Historical and Unaudited Pro Forma Consolidated Financial Information	61
	10.	Certain Information Concerning Osisko and its Shares	63
	11.	Documents Incorporated by Reference	68
	12.	Ownership of and Trading in Shares of Brett	69

			Page

	13.	Commitments to Acquire Shares of Brett	69
	14.	Arrangements, Agreements or Understandings	69
	15.	Benefits from the Offer	69
	16.	Material Changes and Other Information Concerning Brett	70
	17.	Certain Information Concerning Brett and its Shares	70
	18.	Effect of the Offer on the Market for and Listing of Common Shares and Status as a Reporting Issuer	71
	19.	Regulatory Matters	71
	20.	Acquisition of Common Shares Not Deposited Under the Offer	72
	21.	Certain Canadian Federal Income Tax Considerations	76
	22.	Certain United States Federal Income Tax Considerations	85
	23.	Information Agent and Depositary	93
	24.	Legal Matters	93
	25.	Expenses of the Offer	94
	26.	Experts	94
	27.	Available Information	94
	28.	Stock Exchange Listing Applications	94
	29.	Registration Statement Filed with the SEC	94
	30.	Documents Filed as Part of the Registration Statement	94
	31.	Statutory Rights	95
	32.	Directors' Approval	95
CONSENT OF COUNSEL			96
AUDITORS' CONSENT			97
APPROVAL AND CERTIFICATE			98
Schedule "A" Osisko Mining Corporation Unaudited Pro Forma Consolidated Fianncial Statements, December 31, 2009			A-1

NOTICE TO HOLDERS OF CONVERTIBLE SECURITIES

The Offer is made only for Common Shares and is not made for any Convertible Securities (as hereinafter defined). Any holder of Convertible Securities who wishes to accept the Offer must, to the extent permitted by the terms of the security and applicable Laws (as hereinafter defined), exercise the Convertible Securities in order to obtain certificates representing Common Shares and deposit those Common Shares in accordance with the terms of the Offer. Any such conversion, exchange or exercise must be completed sufficiently in advance of the Expiry Time to ensure that the holder of such Convertible Securities will have certificates representing the Common Shares received on such exercise available for deposit at or prior to the Expiry Time, or in sufficient time to comply with the procedures referred to under "Manner of Acceptance — Procedure for Guaranteed Delivery" in Section 3 of the Offer.

Following the Effective Time, provided that the Offeror has taken-up and paid for Common Shares following satisfaction of the Minimum Condition and received all Regulatory Approvals and subject to compliance with the U.S. Securities Act, to the extent applicable, each Option, which is outstanding and has not been duly exercised prior to the Effective Time, shall be exchanged for a Replacement Option. Upon the exercise of any Warrants after a Subsequent Acquisition Transaction or a Compulsory Acquisition, the holder of any such Warrants shall receive, in lieu of the number of Common Shares otherwise issuable upon such exercise, that number of Osisko Common Shares and cash that such holder would have been entitled to receive as a result of the Offer, if such holder had been the registered holder of the number of Common Shares to which such holder was entitled upon exercise thereof immediately prior to the effective time of a Subsequent Acquisition Transaction or a Compulsory Acquisition. See Section 4 of the Circular, "Agreements Relating to the Offer — Support Agreement — Options and Warrants".

The tax consequences to holders of Convertible Securities of exercising, converting or exchanging, as applicable, their Convertible Securities are not described in "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular or "Certain United States Federal Income Tax Considerations" in Section 22 of the Circular. Holders of Convertible Securities should consult their tax advisors for advice with respect to potential income tax consequences to them in connection with the decision to exercise or not exercise such securities.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Offer and Circular, the unaudited pro forma consolidated financial statements of Osisko, some of the information incorporated by reference in this Offer and Circular, statements made in the Circular under Section 5, "Benefits of and Reasons to Accept the Offer", Section 6, "Purpose of the Offer and Plans for Brett", Section 8, "Source of Offered Consideration", Section 9, "Summary Historical and Unaudited Pro Forma Consolidated Financial Information" and Section 20, "Acquisition of Common Shares Not Deposited Under the Offer", as well as other written statements made or provided or to be made or provided by Osisko that are not historical facts, are "forward-looking statements" and "forward-looking information" under applicable Canadian and United States securities laws. Such forward-looking statements and forward-looking information includes, without limitation, information concerning the proposed transaction and the business, operations and financial performance and condition of Osisko and Brett, estimated production, costs and mine life of the various mineral projects of Osisko or Brett, potential expansion of mineralization, plans for exploration and development, potential future production, exploration budgets and timing of expenditures and community relations activities and any statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements, and involve known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Osisko or Brett to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered if any property is developed. Except for statements of historical fact relating to the companies, information contained herein or incorporated by reference herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "will", "plan", "expect", "project", "intend", "believe", "anticipate", "forecast", "schedule", "estimate" and similar expressions, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based upon a number of estimates and assumptions of management at the date the statements are made, and are inherently subject to significant business, social, economic, political, competitive and other risks and uncertainties, contingencies and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include, among others, that Osisko will be successful in acquiring 100% of the outstanding Common Shares, that all required third party regulatory and governmental approvals to the transactions will be obtained and all other conditions to completion of the transactions will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of Osisko and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include, but are not limited to, general business and economic conditions; the supply and demand for, deliveries of, and the level and volatility of prices of gold; the timing of the receipt of regulatory and governmental approvals for Osisko and Brett's development projects and other operations; Osisko's estimation of its costs of production, its expected production and its productivity levels, as well as those of its competitors; power prices; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the ability to attract and retain skilled staff; engineering and construction timetables and capital costs for Osisko's development project; market competition; the accuracy of our resource estimate (including, with respect to size, grade and recoverability) and the geological, operational and price assumptions on which it is based; tax benefits and tax rates; the ability to successfully complete the relocation of the Town of Malartic; Osisko's ongoing relations with its employees, its business partners and the Town of Malartic; the satisfaction of conditions to the Offer; the occurrence of any event, change or other circumstance that could give rise to the termination of the Lock-Up Agreements (as hereinafter defined) relating to the Offer; a delay in the consummation of the proposed transaction or the failure to complete the proposed transaction for any other reason; the amount of costs, fees and expenses related to the proposed transaction; the anticipated benefits to Brett and Osisko shareholders and other expected or anticipated benefits of the Contemplated Transactions; Brett's or Osisko's ability to renew existing licenses; the actual results of current exploration activities; political instability; accidents; labour disputes and other risks of the mining industry; failure of plant, equipment or processes to operate as anticipated; legislative, political, social and economic developments or changes in jurisdictions in which Osisko and Brett carry on business; changes or disruptions in the securities markets; the occurrence of natural disasters, hostilities, acts of war or terrorism; the

need to obtain and maintain licenses and permits and comply with laws and regulations or other regulatory requirements; operating or technical difficulties in connection with exploration or development activities, including conducting such activities in locations with limited infrastructure; employee relations and shortages of skilled personnel and contractors; the speculative nature of mineral exploration and development, including the risk of diminishing quantities or grades of mineralization; contests over title to properties; the risks involved in the exploration, development and mining business; the Osisko Common Shares issued in connection with the Offer having a market value lower than expected; the acquisition of Brett or its integration with Osisko not being successful or such integration being more difficult, time-consuming and costly than expected; and the expected combined benefit from the Offer not being fully realized or realized within the expected time frame. See "Benefits of and Reasons to Accept the Offer" in Section 5 of the Circular, "Purpose of the Offer and Plans for Brett" in Section 6 of the Circular, and "Risks Relating to the Offer" in Section 7 of the Circular; as well as those risk factors discussed or referred to in the annual management's discussion and analysis and the annual information form for Osisko filed with certain regulatory authorities in Canada and the annual management's discussion and analysis for Brett filed with certain securities regulatory authorities in Canada and available under each of Osisko's and Brett's respective profiles on SEDAR at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Osisko and the combination of Osisko and Brett. Additional factors are noted elsewhere in the Offer and Circular and in the documents incorporated by reference.

Although Osisko has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. 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, except as required by applicable Laws. The reader is cautioned not to place undue reliance on forward-looking statements. Any forward-looking statements related to Brett are derived from Brett's publicly available documents and records on file with the Canadian securities regulatory authorities.

INFORMATION CONCERNING BRETT

Except as otherwise indicated, the information concerning Brett contained in this Offer and Circular has been taken from or is based exclusively upon Brett's publicly available documents and records on file with the Canadian securities regulatory authorities and other public sources available at the time of the Offer. Although Osisko has no knowledge that would indicate that any statements contained herein concerning Brett taken from or based upon such documents and records are untrue or incomplete, neither Osisko nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, including any of Brett's financial statements, or for any failure by Brett to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to Osisko. Osisko has no means of verifying the accuracy or completeness of any of the information contained herein that is derived from Brett's publicly available documents or records or determining whether there has been any failure by Brett to disclose events that may have occurred or may affect the significance or accuracy of any information.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

Unless otherwise indicated, all references to "Cdn$", "$" or "dollars" in this Offer and Circular refer to Canadian dollars. Osisko's financial statements that are incorporated by reference herein, and Osisko's pro forma consolidated financial statements contained herein, are reported in Canadian dollars and are prepared in accordance with Canadian GAAP (as hereinafter defined). Brett's historical consolidated financial statements summarized herein are also reported in Canadian dollars.

CAUTIONARY NOTE CONCERNING MINERAL RESOURCE CALCULATIONS

Information in this Offer and Circular, including information incorporated by reference, and disclosure documents of Osisko that are filed with Canadian securities regulatory authorities concerning mineral properties have been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of United States securities laws.

Without limiting the foregoing, these documents use the terms "'measured resources", "indicated resources" and "inferred resources". Shareholders in the United States are advised that, while such terms are recognized and required by Canadian securities laws, the SEC (as defined in the section "Notice to United States Shareholders") does not recognize them. Under United States standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, inferred resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of the inferred resources will ever be upgraded to a higher resource category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility, pre-feasibility or other technical reports or studies, except in rare cases. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically. Disclosure of contained ounces is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report resources as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in these documents may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

National Instrument 43-101 — Standards of Disclosure for Mineral Projects ("NI 43-101") establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all resource estimates of Osisko contained in this Offer and Circular, including information incorporated by reference, have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System.

QUESTIONS AND ANSWERS ABOUT THE OFFER

The following are some questions with respect to the Offer that you may have and the answers to those questions. These questions and answers are not meant to be a substitute for the more detailed description and information contained in the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery. Therefore, we urge you to read the entire Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery carefully prior to making any decision regarding whether or not to tender your Common Shares. Unless otherwise defined herein, capitalized terms have the meanings given to them in the Glossary section.

Who is offering to purchase my Brett Common Shares?

Osisko, a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Québec, is offering to purchase your Common Shares. Osisko Common Shares are listed and posted for trading on the TSX under the symbol "OSK" and trade on the FRK under the symbol "EWX".

See Section 1 of the Circular, "Osisko" and Section 10 of the Circular, "Certain Information Concerning Osisko and its Shares" for more information.

What is Osisko proposing?

Osisko is proposing, upon and subject to the terms and conditions of the Offer, to purchase all of the issued and outstanding Common Shares, including Common Shares that may become issued and outstanding after the date of the Offer but before the Expiry Time upon the conversion, exchange or exercise of Convertible Securities, on the basis of 0.34 of an Osisko Common Share and $0.0001 in cash for each Common Share.

See Section 1 of the Offer to Purchase, "The Offer".

What securities are being sought in the Offer?

Osisko is offering to purchase only the Common Shares, not the Convertible Securities. Any holder of Convertible Securities who wishes to accept the Offer must exercise the Convertible Security in order to obtain certificates representing Common Shares and deposit those Common Shares in accordance with the terms of the Offer.

Why is Osisko making an offer to buy the shares of Brett?

Osisko is making the Offer to acquire all of the outstanding Common Shares of Brett to create a stronger entity.

See Section 5 of the Circular, "Benefits of and Reasons to Accept the Offer".

What are some of the significant conditions of the Offer?

The Offer is subject to several conditions, including at the Expiry Time, there being validly deposited under the Offer and not withdrawn, such number of Common Shares which, together with any Common Shares beneficially owned or over which control or direction is exercised by Osisko and its affiliates and joint actors, represents at least 66²/3% of the issued and outstanding Common Shares and the Support Agreement shall not have been terminated by Osisko or Brett in accordance with its terms.

See Section 4 of the Offer to Purchase, "Conditions of the Offer", for additional conditions of the Offer.

What does the Brett Board of Directors think about the Offer?

The Board of Directors of Brett has UNANIMOUSLY APPROVED the Offer and has, UNANIMOUSLY DETERMINED that the Offer is fair and is in the best interests of Brett and the Shareholders. The Board of Directors of Brett UNANIMOUSLY RECOMMENDS that Shareholders ACCEPT the Offer.

Have any Shareholders agreed to tender their Common Shares to the Offer?

Based on the lock-up agreements entered into with each of the officers and directors of Brett, each such Shareholder has agreed to deposit under the Offer and not withdraw, subject to certain conditions, Common Shares representing in the aggregate approximately 5.0% of the issued and outstanding Common Shares. In addition, the Offer has the support of certain institutional and other shareholders of Brett who have agreed to tender their Common Shares to the Offer, which together represent approximately 16.5% of the issued and outstanding Common Shares.

See Section 4 of the Circular, "Agreements Relating to the Offer — Lock-Up Agreements".

Why should I accept the Offer?

The following are reasons that you should consider when deciding whether to accept the Offer:

•: Significant Premium — The Offer represents a premium of approximately 56.1% over the March 16, 2010 closing price of the Common Shares on the TSXV of $1.98, based on a closing price of $9.09 per Osisko Common Share on the TSX on that same date, which was the last trading day for the Common Shares prior to Osisko's announcement of its intention to make an Offer. The Offer also represents a premium of approximately 52.5% based on the volume weighted average prices of Osisko and Brett for the 20 trading days ended March 16, 2010 on the TSX and TSXV, respectively.
•: Fairness Opinions — The Brett Independent Committee and Board of Directors have received the Fairness Opinions, that as of the date of the Fairness Opinions and subject to the assumptions, limitations and explanations contained therein, the consideration to be received by the Shareholders pursuant to the Offer is fair, from a financial point of view, to the Shareholders of Brett, other than Osisko and its affiliates.
•: Unanimous Recommendation of the Board of Directors — The Board of Directors has unanimously approved and recommended that Shareholders accept the Offer.
•: Ability to Advance Hammond Reef to Production — Osisko has the ability both managerially and financially to advance the Hammond Reef gold deposit to production based on construction expertise gained from building its Canadian Malartic project and the associated cash flows once in production which is targeted for the second quarter of 2011.
•: Benefits of Combined Production — Osisko's acquisition of Brett would represent a key step towards Osisko becoming a mid-tier gold producer. Osisko forecasts that 2012 production from its Canadian Malartic project will be approximately 688,000 ounces of gold. Brett has a preliminary assessment that indicates potential average production from Hammond Reef of approximately 463,000 ounces of gold per year during years 1 to 6. The production estimates for Hammond Reef are preliminary in nature and have not been subject to a feasibility study. See "Statements Regarding Forward Looking Information".
•: Valuation Considerations — Osisko, if combined with Brett, may realize a valuation re-rating as a geographically diversified producer with 1 million ounce gold production potential as it develops its production profile based on the portfolio of properties held by Osisko and Brett.
•: Complementary Geopolitically Attractive Regions — The properties of both Osisko and Brett are in mining friendly and geopolitically stable regions of the world. Osisko's Canadian Malartic project is in the Province of Québec and Brett's Hammond Reef gold deposit is in the Province of Ontario.
•: Continued Exposure to Properties — Shareholders will continue to enjoy exposure to the upside potential of Brett's properties in particular as Hammond Reef is further explored and advanced towards production, together with exposure to Osisko's Canadian Malartic project which is targeted for production by the second quarter of 2011.
•: Experienced Management Team — Shareholders will benefit from the experience and track record of Osisko's management, which has a proven history of successful exploration, permitting, development, construction, and community relations expertise in Canada. Their skills and experience will be used to explore, develop and bring Hammond Reef into production.

•: Benefits of a Larger Asset Base — Shareholders will benefit from a larger asset base with expected production and cash flow generation by the second quarter of 2011. This may reduce the risk associated with an investment in Brett by improving the ability to finance the construction of Hammond Reef through cash flow reinvestment.
•: Enhanced Liquidity — The Osisko Common Shares are listed on the TSX and trade a significantly larger volume of shares per day than Brett and, upon completion of the Offer, will give the Shareholders greater trading liquidity and exposure to a larger shareholder base.
•: Support of Shareholders — All of the directors and officers of Brett have entered into Lock-Up Agreements pursuant to which they have agreed to deposit all Common Shares held by them, representing approximately 5.0% of the Common Shares, subject to the terms and conditions of such agreements, to the Offer. In addition, the Offer has the support of certain institutional and other shareholders of Brett who have agreed to tender their Common Shares to the Offer, which together represent approximately 16.5% of the issued and outstanding Common Shares.

How long do I have to decide whether to tender to the Offer?

You have until the Expiry Time to accept the Offer and deposit your Common Shares to the Offer. The Offer is scheduled to expire at 5:00 p.m. (Toronto time) on May 19, 2010, unless extended or withdrawn.

See Section 5 of the Offer "Extension, Variation or Change in the Offer".

How do I tender my Common Shares?

If you hold Common Shares in your own name, you may accept the Offer by depositing a completed and executed Letter of Transmittal or a manually signed facsimile thereof, together with the certificates representing your Common Shares and all other required documents, at the offices of the Depositary specified in the Letter of Transmittal at or before the Expiry Time. Shareholders whose certificates for Common Shares are not immediately available may use the procedures for guaranteed delivery indicated in the Notice of Guaranteed Delivery. Alternatively, you may: (i) accept the Offer by following the procedures for book-entry transfer of Common Shares described in Section 3 of the Offer to Purchase, "Manner of Acceptance — Acceptance by Book-Entry Transfer"; or (ii) accept the Offer where your certificates representing the Common Shares are not immediately available, or if the certificates and all of the required documents cannot be provided to the Depositary before the Expiry Time, by following the procedures for guaranteed delivery described in Section 3 of the Offer to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery," using the accompanying Notice of Guaranteed Delivery or a manually signed facsimile thereof.

If your Common Shares are held through an intermediary or other nominee, such as a broker, investment dealer, bank, trust company or other nominee, you should consult such party for assistance in depositing your Common Shares. You will not be required to pay any fee or commission if you accept the Offer by depositing your Common Shares directly with the Depositary.

Will fractional shares be issued under the Offer?

No. If the aggregate number of Osisko Common Shares to be issued to a Shareholder would result in a fraction of an Osisko Common Share being issuable, the number of Osisko Common Shares to be received by such Shareholder will be rounded down to the nearest whole number. Any cash consideration owing to Shareholders pursuant to the Offer Consideration will be rounded up to the next whole cent.

If I accept the Offer, when will I receive my Osisko shares?

If all of the terms and conditions of the Offer have been complied with or waived by Osisko at or prior to the Expiry Time, Osisko will take up and pay for Common Shares validly deposited under the Offer and not properly withdrawn not later than ten calendar days after the Expiry Time. Any Common Shares taken up will be paid for promptly and, in any event, no more than three business days after they are taken up. Any Common Shares deposited under the Offer after the first date on which Common Shares are first taken up by Osisko under the Offer will be taken up and paid for within ten calendar days of such deposit.

See "Take Up and Payment for Deposited Common Shares" in Section 6 of the Offer.

Do I have dissent rights under the Offer?

No. Shareholders will not have dissent or appraisal rights in connection with the Offer. However, Shareholders who do not tender their Common Shares to the Offer may have rights of dissent in the event Osisko elects to acquire such Common Shares by way of a Compulsory Acquisition or Subsequent Acquisition Transaction.

See "Acquisition of Common Shares Not Deposited Under the Offer" in Section 20 of the Circular.

What if I have lost the certificate(s) for my Common Shares but want to tender them to the Offer?

You should complete your Letter of Transmittal as fully as possible and state in writing the circumstances surrounding the loss and forward the documents to the Depositary as soon as possible. The Depositary will advise you of replacement requirements which must be completed and returned before the Expiry Time.

See Section 3 of the Offer to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

Who is the Depositary under the Offer?

Kingsdale Shareholder Services Inc. is acting as the Depositary under the Offer. The Depositary will be responsible for receiving certificates representing Deposited Shares and accompanying Letters of Transmittal and other documents. The Depositary is also responsible for receiving Notices of Guaranteed Delivery, giving notices, if required, and making payment for all Common Shares we purchased under the terms of the Offer. The Depositary will also facilitate book-entry transfers of Common Shares.

See Section 23 of the Circular, "Depositary and Information Agent".

Will I be able to withdraw previously tendered Common Shares?

Yes. You may withdraw Common Shares tendered under the Offer at any time before Osisko has taken up the Common Shares under the Offer and in certain other circumstances.

See Section 7 of the Offer, "Withdrawal of Deposited Common Shares".

What will happen if the Offer lapses or is withdrawn?

If the Offer lapses or Osisko withdraws the Offer prior to the satisfaction or waiver of all of the conditions of the Offer, all of your Common Shares that were deposited and not withdrawn will be returned to you with no payment.

How will Canadian residents and non-residents of Canada be taxed for Canadian income tax purposes?

An Eligible Shareholder who disposes of Common Shares may, depending upon the circumstances, obtain a full or partial tax deferral for Canadian federal income tax purposes in respect of a disposition of Common Shares by entering into a joint tax election with Osisko under Section 85 of the Tax Act (and the corresponding provisions of any applicable provincial tax legislation) specifying therein an elected amount in accordance with certain limitations provided for in the Tax Act (and in any applicable provincial tax legislation). The Letter of Transmittal enclosed with this Offer and Circular includes a space for Eligible Shareholders to request a tax instruction letter to assist them in making such election. Osisko will make such an election so long as the Eligible Shareholder fully complies with the requirements set out in "Certain Canadian Federal Income Tax Considerations", in Section 21 of this Circular. An Eligible Shareholder who does not enter into a joint election with Osisko under Section 85 will not enjoy an income tax deferred rollover and may be subject to tax on any gain realized on the disposition of Common Shares.

Section 21 of this Circular. Shareholders other than Eligible Shareholders who choose to participate in the Offer will not be permitted to require Osisko to so elect and, accordingly, their sale of Common Shares to Osisko will not be an income tax-deferred rollover for Canadian federal income tax purposes. However, it is expected that any gain arising on the disposition of Common Shares to Osisko by a Shareholder who is not an Eligible Shareholder should not be subject to Canadian federal income tax.

The foregoing is a very brief summary of certain Canadian federal income tax consequences of the Offer. Shareholders are urged to carefully review Section 21 of the Circular, "Certain Canadian Federal Income Tax Considerations", for a summary of the principal Canadian federal income tax considerations generally applicable to Shareholders and to consult their own tax advisors to determine the particular tax consequences to them of a sale of Common Shares under the Offer, a Compulsory Acquisition or a Subsequent Acquisition Transaction.

How will U.S. Holders be taxed for United States federal income tax purposes?

Osisko currently expects to treat the Offer as a taxable transaction for U.S. federal income tax purposes. Assuming the Offer is so treated, the exchange pursuant to the Offer will be fully taxable to a U.S. Holder of Common Shares, and each U.S. Holder of Common Shares will recognize taxable gain or loss equal to the difference between (1) the amount of cash and the fair market value of Osisko Common Shares received in the exchange, and (2) such U.S. Holder's adjusted tax basis in Common Shares transferred in the exchange. If Brett is or has been a "passive foreign investment company" or "PFIC" for U.S. federal income tax purposes at any time during the U.S. Holder's holding period of Common Shares (other than a U.S. Holder who timely made certain U.S. federal income tax elections as discussed below under "Certain United States Federal Income Tax Considerations"), (i) any gain recognized in the exchange would be allocated ratably over the U.S. Holder's holding period for Common Shares, (ii) the amount allocated to the current taxable year and to any taxable year prior to the first taxable year in which Brett was a PFIC would be treated as ordinary income for the year of disposition, and (iii) the amount allocated to each other year would be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax would be imposed on the resulting tax attributable to each such year.

The foregoing is a very brief summary of U.S. federal income tax considerations only and is qualified in its entirety by the more detailed general description of U.S. federal income tax considerations under "Certain United States Federal Income Tax Considerations" below in Section 22 the Circular. Neither this description nor the longer form discussion is intended to be legal or tax advice to any particular U.S. Holder of Common Shares. Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them of the sale of Common Shares pursuant to the Offer or a disposition of Common Shares pursuant to any Subsequent Acquisition Transaction or Compulsory Acquisition.

If I decide not to tender, how will my Common Shares be affected?

If Osisko takes up and pays for the Common Shares validly tendered, Osisko currently intends to take such action as is necessary, including effecting a Compulsory Acquisition or Subsequent Acquisition Transaction, to acquire any Common Shares not tendered on the same terms as the Offer.

See Section 18 of the Circular "Effect of the Offer on the Market for and Listing of Common Shares and Status as a Reporting Issuer" and Section 20 of the Circular, "Acquisition of Common Shares Not Deposited Under the Offer".

Will Brett continue as a public company?

Osisko's purchase of Common Shares under the Offer will reduce the number of Common Shares that might otherwise trade publicly and will reduce the number of holders of Common Shares and, depending on the number of Common Shares Osisko purchased under the Offer, could adversely affect the liquidity and market value of the remaining Common Shares held by the public. If permitted by applicable Laws, Osisko intends to cause Brett to apply to delist the Common Shares from the TSXV as soon as practicable after completion of the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction.

See Section 18 of the Circular, "Effect of the Offer on the Market for and Listing of Common Shares and Status as a Reporting Issuer".

Who can I call with questions about the Offer or for more information?

You can call the Depositary and Information Agent, Kingsdale Shareholder Services Inc., if you have questions or requests for additional copies of the Offer and Circular. Questions and requests should be directed to the following telephone numbers:

North American Toll Free Number: 1-877-659-1824
Outside North America, Banks and Brokers Call Collect: 416-867-2272

SUMMARY OF THE OFFER

The following is a summary only and is qualified in its entirety by the detailed provisions contained elsewhere in the Offer and Circular. Shareholders are urged to read the Offer and Circular in its entirety. Certain terms used in this Summary of the Offer are defined in the Glossary. Unless otherwise indicated, the information concerning Brett contained herein and in the Offer and Circular has been taken from or is based upon publicly available documents and records of Brett on file with the Canadian securities regulatory authorities and other public sources at the time of the Offer. Although Osisko has no knowledge that would indicate that any statements contained herein relating to Brett taken from or based upon such documents and records are untrue or incomplete, neither Osisko nor any of its officers or directors assumes any responsibility for the accuracy or completeness of such information or for any failure by Brett to disclose events or facts that may have occurred or may affect the significance or accuracy of any such information but that are unknown to Osisko.

The Offer

Osisko is offering, upon and subject to the terms and conditions of the Offer, to purchase all of the issued and outstanding Common Shares, including Common Shares that may become issued and outstanding after the date of the Offer but before the Expiry Time upon the conversion, exchange or exercise of Convertible Securities, on the basis of 0.34 of an Osisko Common Share and $0.0001 in cash for each Common Share.

The Offer represents a premium of approximately 56.1% over the March 16, 2010 closing price of the Common Shares on the TSXV of $1.98, based on a closing price of $9.09 per Osisko Common Share on the TSX on that same date, which was the last trading day for the Common Shares prior to Osisko's announcement of its intention to make an Offer. The Offer also represents a premium of approximately 52.5% based on the volume weighted average prices of Osisko and Brett for the 20 trading days ended March 16, 2010 on the TSX and TSXV, respectively. Osisko has applied to have the Osisko Common Shares to be issued to Shareholders in connection with the Offer approved for listing on the TSX.

Pursuant to Lock-Up Agreements entered into with each of the officers and directors of Brett, each such Shareholder has agreed to deposit under the Offer and not withdraw, subject to certain conditions, Common Shares representing in the aggregate 5.0% of the issued and outstanding Common Shares. In addition, the Offer has the support of certain institutional and other shareholders of Brett who have agreed to tender their Common Shares to the Offer, which together represent approximately 16.5% of the issued and outstanding Common Shares. See Section 4 of the Circular, "Agreements Relating to the Offer — Lock-Up Agreements".

The obligation of Osisko to take up and pay for Common Shares pursuant to the Offer is subject to certain conditions. See Section 4 of the Offer, "Conditions of the Offer".

Osisko

Osisko is currently developing the Canadian Malartic gold deposit and evaluating adjacent areas for a large-scale open pit, bulk-tonnage mining operation. The Canadian Malartic deposit currently represents one of the biggest gold reserves in Canada for a single deposit, and is still growing through ongoing drilling on new mineralized zones. Current reserves for the Canadian Malartic property (including the adjacent South Barnat deposit) are 8.97 million ounces, plus a global measured and indicated resource of 2.23 million ounces and an inferred resource of 0.47 million ounces.

Osisko was incorporated pursuant to the CBCA on February 18, 1982 under the name "Ormico Exploration Ltée". Osisko subsequently amended its articles on September 24, 1998, to change its corporate name to "Osisko Exploration Ltée". Osisko amended its articles on May 15, 2008, to change its corporate name to its present name. Osisko's head office and registered office is located at 1100 De La Gauchetière Ouest, Bureau 300, C.P. 211, Montréal, Québec H3B 2S2.

Osisko is a reporting issuer in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Québec. The Osisko Common Shares are listed and posted for trading on the TSX under the symbol "OSK" and trade on the FRK under the symbol "EWX". On March 16, 2010 the last trading day for the Common Shares prior to Osisko's announcement of its intention to make the Offer, the closing price of the Osisko Common Shares on the TSX was $9.09.

See Section 1 of the Circular, "Osisko" and Section 10 of the Circular, "Certain Information Concerning Osisko and its Shares".

Brett

Brett is a Canadian minerals exploration company whose primary mandate is the discovery, acquisition, and development of precious metals properties, with particular expertise in Canada and Latin America. Since 2006, Brett's primary focus has been the 100 percent owned Hammond Reef property in Ontario which has an inferred resource containing 6.70 million ounces of gold in 259.4 million tonnes grading 0.8 grams per tonne, utilizing a 0.3 gram per tonne gold cut-off grade.

Pursuant to Lock-Up Agreements entered into with each of the officers and directors of Brett, each such Shareholder has agreed to deposit under the Offer and not withdraw, subject to certain conditions, Common Shares representing in the aggregate 5.0% of the issued and outstanding Common Shares. In addition, the Offer has the support of certain institutional and other shareholders of Brett who have agreed to tender their Shares to the Offer, which together represent approximately 16.5% of the issued and outstanding Shares. See Section 4 of the Circular, "Agreements Relating to the Offer — Lock-Up Agreements".

Brett was incorporated under the BCBCA on September 11, 1986 under the name "Lucky 7 Exploration Ltd." On January 31, 1995, the name of Brett was changed to its present name. Brett's head office and registered and records office is located at 675 West Hastings Street, Suite 611, Vancouver, British Columbia V6B 1N2.

Brett is a reporting issuer in each of the Provinces of British Columbia, Alberta and Ontario. The Common Shares are listed and posted for trading on the TSXV under the symbol "BBR" and trade on the FRK under the symbol "A4N". On March 16, 2010, the last trading day for the Common Shares prior to Osisko's announcement of its intention to make the Offer, the closing price of the Common Shares on the TSXV was $1.98.

See Section 2 of the Circular, "Brett" and Section 17 of the Circular, "Certain Information Concerning Brett and its Shares".

Fairness Opinions

Dundee Securities Corporation and Genuity Capital Markets have each provided an opinion (the "Fairness Opinions") to the Brett Independent Committee and the Board of Directors, in which each has determined that, as of the date of such opinion and subject to the assumptions, limitations and explanations contained therein, the consideration to be received by the Shareholders pursuant to the Offer is fair, from a financial point of view, to the Shareholders of Brett, other than Osisko and its affilitates.

Unanimous Recommendation of the Board of Directors

The Board of Directors has, by unanimous resolution: (i) approved the Offer and the Support Agreement; (ii) determined that the Offer is in the best interests of the Company and the Shareholders; and (iii) recommended that the Shareholders accept the Offer. See "Reasons to Accept the Offer — Unanimous Recommendation of the Board of Directors".

Support Agreement

On March 21, 2010, Osisko and Brett entered into the Support Agreement, pursuant to which the Offeror has agreed to make the Offer and Brett has agreed to support and recommend that Shareholders accept the Offer. The Support Agreement also sets out among other things, covenants of Brett relating to the conduct of its

business pending the completion of the Offer, covenants of Brett not to solicit any Alternative Transactions (provided that the Board of Directors may consider and accept a Superior Proposal), representations and warranties of Brett and the Offeror, and provisions relating to the payment of a fee to the Offeror in certain circumstances related to the termination of the Support Agreement and the Offer. See Section 4 of the Circular, "Agreement Relating to the Offer — Support Agreement".

Benefits of and Reasons to Accept the Offer and Plans for Brett

The purpose of the Offer is to enable Osisko to acquire all of the outstanding Common Shares. See "Benefits of and Reasons to Accept the Offer" in Section 5 of the Circular, "Purpose of the Offer and Plans for Brett" in Section 6 of the Circular and "Acquisition of Common Shares Not Deposited Under the Offer" in Section 20 of the Circular.

Shareholders are urged to consider the following factors and benefits in making their decision whether to accept the Offer:

•: Significant Premium — The Offer represents a premium of approximately 56.1% over the March 16, 2010 closing price of the Common Shares on the TSXV of $1.98, based on a closing price of $9.09 per Osisko Common Share on the TSX on that same date, which was the last trading day for the Common Shares prior to Osisko's announcement of its intention to make an Offer. The Offer also represents a premium of approximately 52.5% based on the volume weighted average prices of Osisko and Brett for the 20 trading days ended March 16, 2010 on the TSX and TSXV, respectively.
•: Fairness Opinions — The Brett Independent Committee and Board of Directors have received the Fairness Opinions, that as of the date of the Fairness Opinions and subject to the assumptions, limitations and explanations contained therein, the consideration to be received by the Shareholders pursuant to the Offer is fair, from a financial point of view, to the Shareholders of Brett, other than Osisko and its affiliates.
•: Unanimous Recommendation of the Board of Directors — The Board of Directors has unanimously approved and recommended that Shareholders accept the Offer.
•: Ability to Advance Hammond Reef to Production — Osisko has the ability both managerially and financially to advance the Hammond Reef gold deposit to production based on construction expertise gained from building its Canadian Malartic project and the associated cash flows once in production which is targeted for the second quarter of 2011.
•: Benefits of Combined Production — Osisko's acquisition of Brett would represent a key step towards Osisko becoming a mid-tier gold producer. Osisko forecasts that 2012 production from its Canadian Malartic project will be approximately 688,000 ounces of gold. Brett has a preliminary assessment that indicates potential average production from Hammond Reef of approximately 463,000 ounces of gold per year during years 1 to 6. The production estimates for Hammond Reef are preliminary in nature and have not been subject to a feasibility study. See "Statements Regarding Forward Looking Information".
•: Valuation Considerations — Osisko, if combined with Brett, may realize a valuation re-rating as a geographically diversified producer with 1 million ounce gold production potential as it develops its production profile based on the portfolio of properties held by Osisko and Brett.
•: Complementary Geopolitically Attractive Regions — The properties of both Osisko and Brett are in mining friendly and geopolitically stable regions of the world. Osisko's Canadian Malartic project is in the Province of Québec and Brett's Hammond Reef gold deposit is in the Province of Ontario.
•: Continued Exposure to Properties — Shareholders will continue to enjoy exposure to the upside potential of Brett's properties in particular as Hammond Reef is further explored and advanced towards production, together with exposure to Osisko's Canadian Malartic project which is targeted for production by the second quarter of 2011.

•: Experienced Management Team — Shareholders will benefit from the experience and track record of Osisko's management, which has a proven history of successful exploration, permitting, development, construction, and community relations expertise in Canada. Their skills and experience will be used to explore, develop and bring Hammond Reef into production.
•: Benefits of a Larger Asset Base — Shareholders will benefit from a larger asset base with expected production and cash flow generation by the second quarter of 2011. This may reduce the risk associated with an investment in Brett by improving the ability to finance the construction of Hammond Reef through cash flow reinvestment.
•: Enhanced Liquidity — The Osisko Common Shares are listed on the TSX and trade a significantly larger volume of shares per day than Brett and, upon completion of the Offer, will give the Shareholders greater trading liquidity and exposure to a larger shareholder base.
•: Support of Shareholders — All of the directors and officers of Brett have entered into Lock-Up Agreements pursuant to which they have agreed to deposit all Common Shares held by them, representing approximately 5.0% of the Common Shares, subject to the terms and conditions of such agreements, to the Offer. In addition, the Offer has the support of certain institutional and other shareholders of Brett who have agreed to tender their Common Shares to the Offer, which together represent approximately 16.5% of the issued and outstanding Common Shares.

Time for Acceptance

The Offer is open for acceptance until 5:00 p.m. (Toronto time) on May 19, 2010, or until such later time or times and date or dates to which the Offer may be extended, unless the Offer is withdrawn in accordance with its terms by Osisko. Osisko may, in its sole discretion but subject to the terms and conditions of the Support Agreement, the Outside Date and applicable Laws, extend the Expiry Time, as described under "Extension, Variation or Change in the Offer" in Section 5 of the Offer.

Manner of Acceptance

A Shareholder wishing to accept the Offer must properly complete and execute a Letter of Transmittal (printed on yellow paper) or a manually signed facsimile thereof and deposit it, at or prior to the Expiry Time, together with the certificate(s) representing such Shareholder's Common Shares and all other required documents with the Depositary at its office in Toronto, Ontario set out in the Letter of Transmittal. Detailed instructions are contained in the Letter of Transmittal which accompanies the Offer. See Section 3 of the Offer, "Manner of Acceptance — Letter of Transmittal".

If a Shareholder wishes to accept the Offer and deposit Common Shares under the Offer and the certificate(s) representing such Shareholder's Common Shares are not immediately available, or if the certificate(s) and all other required documents cannot be delivered to the Depositary at or prior to the Expiry Time, such Common Shares may nevertheless be validly deposited under the Offer in compliance with the procedures for guaranteed delivery using the Notice of Guaranteed Delivery (printed on blue paper) or a manually signed facsimile thereof. Detailed instructions are contained in the Notice of Guaranteed Delivery that accompanies the Offer. See Section 3 of the Offer, "Manner of Acceptance — Procedure for Guaranteed Delivery".

Shareholders may also accept the Offer by following the procedures for book-entry transfer established by CDS, provided that a Book-Entry Confirmation through CDSX is received by the Depositary at its office in Toronto, Ontario at or prior to the Expiry Time. Shareholders may also accept the Offer by following the procedure for book-entry transfer established by DTC, provided that a Book-Entry Confirmation, together with an Agent's Message in respect thereof, or a properly completed and executed Letter of Transmittal (including signature guarantee if required) and all other required documents, are received by the Depositary at its office in Toronto, Ontario at or prior to the Expiry Time. Shareholders accepting the Offer through book-entry transfer must ensure such documents or Agent's Message are received by the Depositary at or prior to the Expiry Time.

Shareholders should contact the Information Agent or the Depositary for assistance in accepting the Offer and in depositing Common Shares with the Depositary. Shareholders whose Common Shares are registered in the name of an investment advisor, stock broker, bank, trust company or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such Common Shares under the Offer.

Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Common Shares directly with the Depositary.

Conditions of the Offer

Osisko reserves the right to withdraw or terminate the Offer and not take up or pay for any Common Shares deposited under the Offer unless the conditions described under "Conditions of the Offer" in Section 4 of the Offer are satisfied or waived by Osisko at or prior to the Expiry Time. The Offer is conditional upon, among other things, there having been validly deposited under the Offer and not withdrawn at the Expiry Time such number of Common Shares that, together with any Common Shares beneficially owned or over which control or direction is exercised by Osisko and it affiliates and joint actors, represents at least 66²/3% of the total number of Common Shares outstanding. See "Conditions of the Offer" in Section 4 of the Offer.

Take Up and Payment for Deposited Common Shares

If all of the terms and conditions of the Offer have been complied with or waived by Osisko at or prior to the Expiry Time, Osisko will take up and pay for Common Shares validly deposited under the Offer and not properly withdrawn not later than ten calendar days after the Expiry Time. Any Common Shares taken up will be paid for promptly and, in any event, not more than three business days after they are taken up. Any Common Shares deposited under the Offer after the first date on which Common Shares are first taken up by Osisko under the Offer will be taken up and paid for within ten calendar days of such deposit. See "Take Up and Payment for Deposited Common Shares" in Section 6 of the Offer.

Withdrawal of the Deposited Common Shares

Common Shares deposited under the Offer may be withdrawn by or on behalf of the depositing Shareholder at any time before the Common Shares have been taken up by Osisko under the Offer and in the other circumstances described in Section 7 of the Offer, "Withdrawal of Deposited Common Shares". Except as so indicated or as otherwise required by applicable Laws, deposits of Common Shares are irrevocable.

Acquisition of Common Shares Not Deposited Under the Offer

If, within four months after the date of the Offer, the Offer has been accepted by Shareholders who, in the aggregate, hold not less than 90% of the issued and outstanding Common Shares, other than Common Shares held at the date of the Offer by or on behalf of Osisko and its affiliates (as such term is defined in the BCBCA), and Osisko acquires or is bound to take up and pay for such deposited Common Shares under the Offer, Osisko may at its option acquire those Common Shares which remain outstanding held by those persons who did not accept the Offer pursuant to a Compulsory Acquisition. If a Compulsory Acquisition is not available or Osisko chooses not to avail itself of such statutory right of acquisition, Osisko currently intends to, depending upon the number of Common Shares taken up and paid for under the Offer, pursue other means of acquiring the remaining Common Shares not tendered under the Offer, including by causing one or more special meetings of Shareholders to be called to consider an amalgamation, capital reorganization, share consolidation, statutory arrangement or other transaction involving Brett and Osisko or an affiliate of Osisko for the purpose of enabling Osisko or an affiliate of Osisko to acquire all Common Shares not acquired pursuant to the Offer.

by Osisko, changes in general economic, industry, political, social, regulatory or market conditions or in the business of Brett, or other currently unforeseen circumstances, such a transaction may not be so proposed or may be delayed or abandoned. There is no assurance that such a transaction will be completed, in particular if Osisko acquires less than 66²/3% of the outstanding Common Shares. See Section 20 of the Circular, "Acquisition of Common Shares Not Deposited Under the Offer".

Certain Canadian Federal Income Tax Considerations

Osisko agrees to make a joint election with any Eligible Shareholder as described in "Certain Canadian Federal Income Tax Considerations — Shareholders Resident in Canada — Resident Shareholders Who Accept the Offer — Exchange of Common Shares for Osisko Common Shares and Cash — Section 85 Election", in Section 21 of this Circular. Shareholders other than Eligible Shareholders who choose to participate in the Offer will not be permitted to require Osisko to so elect and, accordingly, their sale of Common Shares to Osisko will not be an income tax-deferred rollover for Canadian federal income tax purposes. However, it is expected that any gain arising on the disposition of Common Shares to Osisko by a Shareholder who is not an Eligible Shareholder should not be subject to Canadian federal income tax.

Certain United States Federal Income Tax Considerations

United States Federal Income Tax Considerations" below in Section 22 the Circular. Neither this description nor the longer form discussion is intended to be legal or tax advice to any particular U.S. Holder of Common Shares. Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them of the sale of Common Shares pursuant to the Offer or a disposition of Common Shares pursuant to any Subsequent Acquisition Transaction or Compulsory Acquisition.

Stock Exchange Delisting

The Common Shares are listed and posted for trading on the TSXV under the symbol "BBR" and trade, but are not listed, on the FRK under the symbol "A4N". The purchase of Common Shares by Osisko under the Offer will reduce the number of Common Shares that might otherwise trade publicly and will reduce the number of holders of Common Shares and, depending on the number of Common Shares purchased by Osisko under the Offer, could adversely affect the liquidity and market value of the remaining Common Shares held by the public. If permitted by applicable Laws, Osisko intends to cause Brett to apply to delist the Common Shares from the TSXV as soon as practicable after completion of the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction. See Section 18 of the Circular, "Effect of the Offer on the Market for and Listing of Common Shares and Status as a Reporting Issuer".

Risks Relating to the Offer

An investment in Osisko Common Shares and the proposed acquisition of Brett by Osisko are subject to certain risks and uncertainties. In assessing the Offer, Shareholders should carefully consider the risks and uncertainties described under "Risks Relating to the Offer" in Section 7 of the Circular and the other risks and uncertainties described or referred to in Osisko's annual management's discussion and analysis and Annual Information Form, which are incorporated by reference into the Offer and Circular.

Information Agent and Depositary

Osisko has engaged Kingsdale Shareholder Service Inc. to act as the Depositary under the Offer. In such capacity the Depositary will receive deposits of certificates representing Common Shares and accompanying Letters of Transmittal deposited under the Offer at its office in Toronto, Ontario set out in the Letter of Transmittal. In addition, the Depositary will receive Notices of Guaranteed Delivery at its office in Toronto, Ontario set out in the Notice of Guaranteed Delivery. The Depositary will also be responsible for giving certain notices, if required, and for making payment for all Common Shares purchased by Osisko under the Offer. The Depositary will also facilitate book-entry transfers of Common Shares.

Osisko has also engaged Kingsdale Shareholder Services Inc. to act as the Information Agent to provide a resource for information for Shareholders.

Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Common Shares directly with the Depositary. Shareholders should contact the Information Agent or the Depositary or a broker or dealer for assistance in accepting the Offer and in depositing the Common Shares with the Depositary under the Offer.

Contact details for each of the Information Agent and the Depositary are provided at the end of the Offer and Circular. See Section 23 of the Circular, "Information Agent and Depositary".

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The tables set out below include a summary of (i) Osisko's historical consolidated financial information as at and for the fiscal years ended December 31, 2009 and 2008, (ii) Brett's historical financial information as at and for the fiscal years ended August 31 2009 and 2008 and (iii) unaudited pro forma consolidated financial information for Osisko for the fiscal year ended December 31, 2009. The historical financial information of Osisko as at and for the fiscal years ended December 31, 2009 and 2008 has been derived from Osisko's audited consolidated financial statements which is incorporated by reference herein and is available under Osisko's profile on SEDAR at www.sedar.com. The historical financial information for Brett as at and for the fiscal years ended August 31, 2009 and 2008 has been derived from Brett's audited financial statements, which can be found under the Brett profile on SEDAR at www.sedar.com. See note 1 of the unaudited pro forma consolidated financial statements attached as Schedule "A" hereto for information as to how the pro forma consolidated financial statements were derived.

The summary unaudited pro forma consolidated financial statement information set forth below should be read in conjunction with the unaudited pro forma consolidated financial statements of Osisko and the accompanying notes thereto attached as Schedule "A" to the Offer and Circular. The summary unaudited pro forma consolidated financial statement information for Osisko gives effect to the proposed acquisition of Brett as if such acquisition had occurred as at December 31, 2009 for the purposes of the pro forma consolidated balance sheet information and as at January 1, 2010 and January 1, 2009 for the purposes of the pro forma consolidated statements of operations and comprehensive loss for the fiscal year ended December 31, 2009. In preparing the unaudited pro forma consolidated financial statement information, management of Osisko has made certain assumptions that affect the amounts reported in the unaudited pro forma consolidated financial statement information. The summary unaudited pro forma consolidated financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the transactions contemplated by the Offer will differ from the pro forma information presented below. In preparing the unaudited pro forma consolidated financial statements a review was undertaken by management of Osisko to identify accounting policy differences where the impact was potentially material and could be reasonably estimated. Further accounting differences may be identified after consummation of the proposed acquisition, if successful. To the knowledge of Osisko, the significant accounting policies of Brett conform in all material respects to those of Osisko. Any potential synergies that may be realized after consummation of the transaction have been excluded from the unaudited pro forma consolidated financial statement information. The unaudited pro forma consolidated financial statement information set forth below is extracted from and should be read in conjunction with the unaudited pro forma consolidated financial statements of Osisko and accompanying notes attached as Schedule "A" to the Offer and Circular.

Summary of Pro Forma Consolidated Financial Information for Osisko
(amounts expressed in thousands of dollars, except per share amounts)
(unaudited)

	For the year ended December 31, 2009

	$
Consolidated Statement of Operations and Comprehensive Loss
Expenses		25,004
Future income tax recovery		(2,840	)
Net loss for the year		(22,164	)
Net loss per share — Basic and Diluted		(0.07	)

	As at December 31, 2009

	$
Consolidated Balance Sheet
Cash and cash equivalents		724,343
Short-term investments		84,069
Restricted cash		26,894
Cash collateral investments		5,452
Other current assets		38,667
Investments		5,732
Mining assets		939,174

Total assets		1,824,331

Current liabilities		64,188
Long-term liabilities		276,141
Shareholders' Equity		1,484,002

Total liabilities and shareholders' equity		1,824,331

Number of common shares outstanding (thousands)		377,495

Summary of Consolidated Financial Information for Osisko
(amounts expressed in thousands of dollars, except per share amounts)

	For the year ended

	December 31, 2009			December 31, 2008
	$			$
Consolidated Statements of Operations and Comprehensive Income (Loss)
Expenses		22,770			3,013
Loss before income taxes		(22,770	)		(3,013	)
Future income tax recovery		(2,016	)		(4,476	)
Net income (loss) for the year		(20,754	)		1,463
Net income (loss) per share — Basic and Diluted		(0.08	)		0.01

	As at December 31, 2009		As at December 31, 2008

	$		$
Consolidated Balance Sheets
Assets		1,338,773		318,192
Liabilities		226,471		50,923
Shareholders' Equity		1,112,302		267,269

Summary of Consolidated Financial Information for Brett
(amounts expressed in thousands of dollars, except per share amounts)

	For the year ended

	August 31, 2009			August 31, 2008
	$			$
Consolidated Statements of Operations and Comprehensive Loss
Expenses		2,234			1,178
Loss before income taxes		(2,234	)		(1,178	)
Future income tax recovery		(824	)		—
Net loss for the year		(1,410	)		(1,178	)
Net loss per share — Basic and Diluted		(0.02	)		(0.03	)

	As at August 31, 2009		As at August 31, 2008

	$		$
Consolidated Balance Sheets
Assets		47,452		35,355
Liabilities		1,151		541
Shareholders' Equity		46,301		34,814

GLOSSARY

This Glossary forms part of the Offer. In the Offer, the Summary, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, unless the subject matter or context is inconsistent therewith, the following terms shall have the meanings set out below and grammatical variations thereof will have the corresponding meanings.

"affiliate" means, with respect to any Person, any other person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such person, and includes any person in like relation to an affiliate; "control" as used with respect to any person, means the possession, directly or indirectly, of the power, in fact, to appoint the directors, management committee or similar managing body of such person, through the ownership of voting securities;

"Agent's Message" has the meaning ascribed thereto under "Manner of Acceptance — Acceptance by Book-Entry Transfer" in Section 3 of the Offer;

"allowable capital loss" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"Alternative Transaction" means (i) any merger, amalgamation, take-over bid, tender offer, arrangement, recapitalization, consolidation, reorganization, business combination, liquidation, dissolution or security exchange involving directly or indirectly Brett or any of its subsidiaries, (ii) any direct or indirect sale or acquisition of assets representing 20% or more of the fair market value of the assets of Brett and its subsidiaries on a consolidated basis, in a single transaction or a series of related transactions, (iii) any direct or indirect sale or acquisition of beneficial ownership of 20% or more of Brett's shares of any class or rights or interests therein or thereto, in a single transaction or a series of related transactions, (iv) any similar business combination or transaction, of or involving Brett or any of its Subsidiaries, or (v) any proposal or offer to, or public announcement of an intention to do, any of the foregoing from any Person other than the Offeror, excluding the Offer or any transaction to which the Offeror or an affiliate of the Offeror or its subsidiaries is a party;

"Annual Information Form" means the annual information form of Osisko for the fiscal year ended December 31, 2009 dated March 30, 2010, filed with certain Canadian provincial securities regulatory authorities;

"associate" has the meaning ascribed thereto in the BCSA;

"BCBCA" means the Business Corporations Act (British Columbia), as amended, supplemented or replaced from time to time;

"BCSA" means the Securities Act (British Columbia), as amended, supplemented or replaced from time to time;

"Board of Directors" means the board of directors of Brett;

"Book-Entry Confirmation" means confirmation of a book-entry transfer of the Shareholder's Common Shares into the Depositary's account at CDS or DTC, as applicable;

"Brett" or the "Company" means Brett Resources Inc., a company existing under the laws of the Province of British Columbia;

"Brett Independent Committee" means the Independent Committee of the Board of Directors of Brett;

"business combination" has the meaning ascribed thereto in MI 61-101;

"business day" has the meaning ascribed thereto in MI 62-104;

"Canadian GAAP" means generally accepted accounting principles in Canada;

"CBCA" means the Canada Business Corporations Act, as amended, supplemented or replaced from time to time;

"CDS" means CDS Clearing and Depository Services Inc. or its nominee, which at the date hereof is CDS & Co.;

"CDSX" means the CDS on-line tendering system pursuant to which book-entry transfers may be effected;

"Circular" means the take-over bid circular accompanying and forming part of the Offer, including the Schedule attached thereto;

"Common Shares" means the issued and outstanding common shares of Brett, including all common shares issued prior to the Expiry Time upon the conversion, exchange or exercise of Convertible Securities, and "Common Share" means any one Common Share of Brett;

"Company" or "Brett" means Brett Resources Inc., a company existing under the laws of the Province of British Columbia;

"Compulsory Acquisition" has the meaning ascribed thereto under "Acquisition of Common Shares Not Deposited Under the Offer" in Section 20 of the Circular;

"Contemplated Transactions" means the making of the Offer, the consummation of the transactions contemplated in the Support Agreement and all actions and negotiations in contemplation thereof, including the Offer, the take-up of Common Shares under the Offer, any Compulsory Acquisition, any Subsequent Acquisition Transaction and any subsequent combination of Osisko and Brett;

"Convertible Securities" means Options, Warrants or other securities convertible into or exchangeable or exercisable for Common Shares;

"CRA" means the Canada Revenue Agency;

"Depositary" means Kingsdale Shareholder Services Inc., the depositary for the Offer;

"Deposited Shares" has the meaning ascribed thereto under "Manner of Acceptance — Dividends and Distributions" in Section 3 of the Offer;

"designated stock exchange" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"Directors' Circular" means the Circular of the Board of Directors of Brett to be delivered to Shareholders in connection with the Offer;

"Distributions" has the meaning ascribed thereto under "Manner of Acceptance — Dividends and Distributions" in Section 3 of the Offer;

"Dissenting Shareholders" has the meaning ascribed thereto under "Acquisition of Common Shares Not Deposited Under the Offer" in Section 20 of the Circular;

"DTC" means The Depository Trust Company;

"Effective Time" has the meaning ascribed thereto under "Manner of Acceptance — Power of Attorney" in Section 3 of the Offer;

"Elected Amount" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations — Shareholders Resident in Canada — Resident Shareholders Who Accept the Offer — Exchange of Common Shares for Osisko Common Shares and Cash — Section 85 Election", in Section 21 of this Circular;

"Eligible Institution" means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP);

"Eligible Shareholder" means a beneficial owner of Common Shares that is (i) a resident of Canada for the purposes of the Tax Act other than a Tax Exempt Person, (ii) a partnership, any member of which is a resident of Canada for the purposes of the Tax Act (other than a partnership, all the members of which that are residents of Canada are Tax Exempt Persons), or (iii) a non-resident of Canada for the purposes of the Tax Act and any applicable income tax treaty whose Common Shares constitute "taxable Canadian property" (as defined in the Tax Act) and who is not exempt from Canadian tax in respect of any gain realized on the disposition of Common Shares by reason of an exemption contained in an applicable income tax treaty;

"Equity Participation Agreement" means the equity participation agreement entered into between the Company and Kinross Gold Corporation, dated July 31, 2008;

"Expiry Date" means May 19, 2010, or such later date or dates as may be fixed by Osisko from time to time as provided under "Extension, Variation or Change in the Offer" in Section 5 of the Offer, unless the Offer is withdrawn by Osisko;

"Expiry Time" means 5:00 p.m. (Toronto time) on the Expiry Date, or such later time or times as may be fixed by Osisko from time to time as provided under "Extension, Variation or Change in the Offer" in Section 5 of the Offer, unless the Offer is withdrawn by Osisko;

"Fairness Opinions" means the fairness opinions of Dundee Securities Corporation and Genuity Capital Markets each of which is dated March 21, 2010 and delivered to the Brett Independent Committee and Board of Directors;

"FRK" means the Frankfurt Stock Exchange;

"fully diluted basis" means, with respect to the number of outstanding Common Shares at any time, the number of Common Shares that would be outstanding if all Options, Warrants and other securities of Brett that are convertible into or exchangeable or exercisable for Common Shares, whether vested or unvested, were converted into or exchanged or exercised, as applicable, for Common Shares;

"Governmental Authority" means (a) any domestic, federal, state, provincial, territorial, municipal, local, foreign or supranational regulatory authority or government department or agency, commission, ministry, office, court, tribunal, Crown corporation, stock exchange, central bank, or any other similar entity having jurisdiction over the affairs of Brett or its subsidiaries, (b) any subdivision or authority thereof, or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above;

"Information Agent" means Kingsdale Shareholder Services Inc., the information agent for the Offer;

"Laws" means all applicable laws including Securities Laws, statutes, by-laws, rules, regulations, orders, codes, policies, notices and directions and judicial, arbitral, administrative, ministerial or departmental judgments, awards, or other requirements of any Governmental Authority, court or other authority having jurisdiction over the applicable party;

"Letter of Transmittal" means the Letter of Transmittal (printed on yellow paper) in the form accompanying the Offer and Circular, or a manually signed facsimile thereof;

"Lock-Up Agreements" means, collectively, the lock-up agreements dated between March 19 and March 22, 2010 entered into between each of the Locked-Up Shareholders and Osisko, as amended;

"Locked-Up Shareholders" means, collectively, those Shareholders that entered into the Lock-Up Agreements;

"Locked-Up Shares" means those Common Shares held by the Locked-Up Shareholders and subject to the Lock-Up Agreements;

"Material Adverse Change" means, in respect of the Offeror or Brett, any one or more changes, events or occurrences, and "Material Adverse Effect" means, in respect of the Offeror or Brett, any state of facts, which, in either case, either individually or in the aggregate, are, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, prospects, properties, assets, liabilities or financial condition of the Offeror on a consolidated basis, or of Brett on a consolidated basis, other than any change, effect, event or occurrence (i) relating to the global economy or securities markets in general, (ii) affecting the worldwide mining industry in general and which does not have a materially disproportionate effect on the Offeror or Brett on a consolidated basis, respectively, (iii) resulting from changes in the price of gold, (iv) relating to the rate at which Canadian dollars can be exchanged for United States dollars or vice versa, (v) in GAAP, or (v) a change in the trading price of the Osisko Common Shares or the Common Shares following and reasonably attributable to the disclosure of the Contemplated Transactions;

"Minimum Condition" has the meaning ascribed thereto under "Conditions of the Offer" in Section 4 of the Offer;

"MI 61-101" means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions, as amended, supplemented or replaced from time to time;

"MI 62-104" means Multilateral Instrument 62-104 — Take-Over Bids and Issuer Bids, as amended, supplemented or replaced from time to time;

"NI 43-101" means National Instrument 43-101 — Standards of Disclosure for Mineral Projects, as amended, supplemented or replaced from time to time;

"Non-Resident Shareholder" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"Notice of Guaranteed Delivery" means the Notice of Guaranteed Delivery (printed on blue paper) in the form accompanying the Offer and Circular, or a manually signed facsimile thereof;

"Offer" means the offer to purchase Common Shares made hereby to the Shareholders pursuant to the terms set out herein;

"Offer and Circular" means the Offer and the Circular, including the Summary, the Glossary and the Schedule to the Offer and Circular;

"Offer Consideration" means 0.34 of an Osisko Common Share and $0.0001 in cash for each Common Share;

"Offeror" or "Osisko" means Osisko Mining Corporation, a corporation existing under the laws of Canada;

"Offeror's Notice" has the meaning ascribed thereto under "Acquisition of Common Shares Not Deposited Under the Offer" in Section 20 of the Circular;

"Officer Obligations" means any obligations or liabilities of the Company or any of its subsidiaries in existence on the date hereof to pay any amount to its officers and/or directors (other than for salary, benefits and directors' fees in the ordinary course) and, without limiting the generality of the foregoing, Officer Obligations shall include the obligations of the Company or any of its subsidiaries to officers and/or directors for severance or termination payments on a change of control of the Company pursuant to any employment agreements or otherwise in existence on the date hereof;

"Options" means any options to acquire Common Shares issued pursuant to the Stock Option Plan;

"Osisko" or the "Offeror" means Osisko Mining Corporation, a corporation existing under the laws of Canada;

"Osisko Common Shares" means the common shares of Osisko, and "Osisko Common Share" means any one common share of Osisko;

"Outside Date" means 120 days from the date of the Support Agreement, subject to the right of either Osisko or Brett to postpone the Outside Date for up to an additional 60 days (in increments of 30 days) if applicable regulatory approvals have not been obtained and have not been denied by a non-appealable decision of a Governmental Authority, by giving written notice to the other party to such effect no later than 5:00 p.m. (Vancouver time) on the date that is ten days (or such shorter period as is practical in the circumstances) prior to the original Outside Date (and any subsequent Outside Date), or such later date as may be agreed to in writing by Osisko and Brett;

"Person" means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, corporation, limited liability company, unlimited liability company, governmental, regulatory or court authority, and a natural person in such person's capacity as executor, administrator or other legal representative;

"PFIC" has the meaning ascribed thereto under "Certain United States Federal Income Tax Considerations" in Section 22 of the Circular;

"Proposed Amendments" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"Purchased Securities" has the meaning ascribed thereto under "Manner of Acceptance — Power of Attorney" in Section 3 of the Offer;

"Redeemable Shares" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"Regulatory Approvals" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of a Governmental Authority;

"Replacement Options" has the meaning ascribed thereto under "Agreements Relating to the Offer — Support Agreement" in section 4 of the Circular;

"Resident Shareholder" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"SEC" means the United States Securities and Exchange Commission;

"Securities Laws" means all applicable Canadian securities laws and any other applicable laws and rules, regulations and policies published and/or promulgated thereunder;

"SEDAR" means the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Administrators;

"SEDI" means the System for Electronic Disclosure by Insiders;

"Shareholders" means, collectively, the holders of Common Shares, and "Shareholder" means any one of them;

"Stock Option Plan" means Brett's stock option plan approved by the Board of Directors on November 5, 2008, as amended, supplemented or replaced from time to time, and any other plan, agreement or arrangement that has been approved by the Shareholders that provides for the issuance of options to acquire Common Shares;

"Subject Shares" means (A) all the Common Shares listed on Schedule A of each of the Lock-Up Agreements; and (B) any Common Shares which are issued following the date of the Lock-Up Agreements and prior to the Expiry Time on the exercise, conversion or exchange of all Convertible Securities which are listed on Schedule A of the Lock-Up Agreements;

"Subsequent Acquisition Transaction" has the meaning ascribed thereto under "Acquisition of Common Shares Not Deposited Under the Offer — Subsequent Acquisition Transaction" in Section 20 of the Circular;

"subsidiary" has the meaning ascribed thereto in the BCSA;

"Superior Proposal" has the meaning ascribed thereto in Section 4 of the Circular under "Agreements Relating to the Offer — Support Agreement";

"Support Agreement" means the support agreement dated March 21, 2010 between Osisko and Brett;

"take up" in reference to Common Shares means to accept such Common Shares for payment by giving written notice of such acceptance to the Depositary and "taking up" and "taken up" have corresponding meanings;

"Tax Act" means the Income Tax Act (Canada) and all regulations made thereunder, as amended, supplemented or replaced from time to time;

"Tax Exempt Person" means a person who is exempt from tax under Part I of the Tax Act;

"taxable Canadian property" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"taxable capital gain" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"Termination Fee" means $17,500,000 in immediately available funds;

"TFSA" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"treaty-protected property" has the meaning ascribed thereto under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular;

"TSX" means the Toronto Stock Exchange;

"TSXV" means the TSX Venture Exchange;

"United States" or "U.S." means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder;

"U.S. Holder" has the meaning ascribed thereto under "Certain United States Federal Income Tax Considerations" in Section 22 of the Circular;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder; and

"Warrants" means the 5,175,885 common share purchase warrants of Brett each exercisable to acquire one Common Share ranging in expiry dates from July 10, 2011 to December 19, 2011 and ranging in exercise price from $0.70 to $1.15.

OFFER

The accompanying Circular, which is incorporated into and forms part of the Offer, contains important information that should be read carefully before making a decision with respect to the Offer. Capitalized terms used in the Offer but not otherwise defined herein, are defined in the Glossary.

April 13, 2010

TO: THE HOLDERS OF COMMON SHARES OF BRETT

1. The Offer

Each Shareholder will receive the Offer Consideration in respect of all of the Shareholder's Common Shares validly deposited under the Offer and not properly withdrawn, subject to adjustment for fractional shares.

The Offer represents a premium of approximately 56.1% over the March 16, 2010 closing price of the Common Shares on the TSXV of $1.98, based on a closing price of $9.09 per Osisko Common Share on the TSX on that same date, which was the last trading day for the Common Shares prior to Osisko's announcement of its intention to make an Offer. The Offer also represents a premium of approximately 52.5% based on the volume weighted average trading prices of Osisko and Brett for the 20 trading days ended March 16, 2010 on the TSX and TSXV, respectively.

Brett has announced that the Board of Directors has, by unanimous resolution: (i) approved the Offer and the Support Agreement; (ii) determined that the Offer is in the best interests of Brett and fair to Brett's Shareholders; and (iii) recommended that the Shareholders accept the Offer.

The Offer is made only for Common Shares and is not made for any Convertible Securities. Any holder of such Convertible Securities who wishes to accept the Offer must, to the extent permitted by the terms of the security and applicable Laws, exercise the Convertible Securities in order to obtain certificates representing Common Shares and deposit those Common Shares in accordance with the terms of the Offer. Any such conversion, exchange or exercise must be completed sufficiently in advance of the Expiry Time to ensure that the holder of such Convertible Securities will have certificates representing the Common Shares on such exercise available for deposit at or prior to the Expiry Time, or in sufficient time to comply with the procedures referred to under "Manner of Acceptance — Procedure for Guaranteed Delivery" in Section 3 of the Offer.

Following the Effective Time, provided that the Offeror has taken-up and paid for Common Shares following satisfaction of the Minimum Condition and received all Regulatory Approvals and subject to compliance with the U.S. Securities Act, to the extent applicable, each Option, which is outstanding and has not been duly exercised prior to the Effective Time, shall be exchanged for a Replacement Option. Upon the exercise of any Warrants after a Subsequent Acquisition Transaction or a Compulsory Acquisition, the holder of any such Warrants shall receive, in lieu of the number of Common Shares otherwise issuable upon such exercise, that number of Osisko Common Shares and cash that such holder would have been entitled to receive as a result of the Offer, if such holder had been the registered holder of the number of Common Shares to which such holder was entitled upon exercise thereof immediately prior to the effective time of a Subsequent Acquisition Transaction or a Compulsory Acquisition. See Section 4 of the Circular, "Agreements Relating to the Offer — Support Agreement — Options and Warrants".

Shareholders will not have dissent or appraisal rights in connection with the Offer. However, Shareholders who do not tender their Common Shares to the Offer may have rights of dissent in the event Osisko elects to acquire such Common Shares by way of a Compulsory Acquisition or Subsequent Acquisition Transaction. See "Acquisition of Common Shares Not Deposited Under the Offer" in Section 20 of the Circular.

No fractional Osisko Common Shares will be issued pursuant to the Offer. Where the aggregate number of Osisko Common Shares to be issued to a Shareholder as consideration under the Offer would result in a fraction of an Osisko Common Share being issuable, the number of Osisko Common Shares to be received by such Shareholder will be rounded down to the nearest whole number. Any cash consideration owing to Shareholders pursuant to the Offer Consideration will be rounded up to the next whole cent.

Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Common Shares directly with the Depositary.

Shareholders whose Common Shares are registered in the name of an investment advisor, stock broker, bank, trust company or other nominee should immediately contact such nominee for assistance in depositing their Common Shares.

2. Time for Acceptance

The Offer is open for acceptance until the Expiry Time, being 5:00 p.m. (Toronto time) on May 19, 2010, or such later time or times and date or dates as may be fixed by Osisko from time to time pursuant to Section 5 of the Offer "Extension, Variation or Change in the Offer", unless the Offer is withdrawn by Osisko.

3. Manner of Acceptance

Letter of Transmittal

The Offer may be accepted by delivering to the Depositary at its office in Toronto, Ontario set out in the Letter of Transmittal (printed on yellow paper) accompanying the Offer, so as to be received at or prior to the Expiry Time:

(a): the certificate(s) representing the Common Shares in respect of which the Offer is being accepted;
(b): a Letter of Transmittal in the form accompanying the Offer or a manually signed facsimile thereof, properly completed and executed as required by the instructions set out in the Letter of Transmittal (including signature guarantee if required); and
(c): all other documents required by the instructions set out in the Letter of Transmittal.

Participants of CDS or DTC should contact the Depositary with respect to the deposit of their Common Shares under the Offer. CDS and DTC will be issuing instructions to their respective participants as to the method of depositing such Common Shares under the terms of the Offer.

Except as otherwise provided in the instructions set out in the Letter of Transmittal, the signature on the Letter of Transmittal must be guaranteed by an Eligible Institution. If a Letter of Transmittal is executed by a person other than the registered holder of the certificate(s) deposited therewith or if the certificates for Osisko Common Shares and cheques issuable are to be delivered to a person other than the registered holder, and in certain other circumstances as set out in the Letter of Transmittal, (i) the accompanying certificate(s) representing the Common Shares must be endorsed or be accompanied by an appropriate share transfer power of attorney, in either case, duly and properly completed by the registered holder(s), and (ii) the signature(s) on the endorsement panel or share transfer power of attorney must correspond exactly to the name(s) of the registered holder(s) as registered or as written on the face of the certificate(s) and must be guaranteed by an Eligible Institution (except that no guarantee is required if the signature is that of an Eligible Institution).

In addition, Common Shares may be deposited under the Offer in compliance with the procedures for guaranteed delivery set out below under the heading "Procedure for Guaranteed Delivery" or in compliance with the procedures for book-entry transfers set out below under the heading "Acceptance by Book-Entry Transfer".

Procedure for Guaranteed Delivery

If a Shareholder wishes to deposit Common Shares under the Offer and either the certificate(s) representing the Common Shares are not immediately available or the certificate(s) and all other required documents cannot be delivered to the Depositary at or prior to the Expiry Time, those Common Shares may nevertheless be deposited under the Offer, provided that all of the following conditions are met:

(a): the deposit is made by or through an Eligible Institution;
(b): a properly completed and executed Notice of Guaranteed Delivery (printed on blue paper) in the form accompanying the Offer, or a manually signed facsimile thereof, including a guarantee to deliver by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery, is received by the Depositary at or prior to the Expiry Time at its office in Toronto, Ontario set out in the Notice of Guaranteed Delivery; and
(c): the certificate(s) representing all deposited Common Shares together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and executed as required by the instructions set out in the Letter of Transmittal (including signature guarantee if required) and all other documents required thereby, are received by the Depositary at its office in Toronto, Ontario set out in the Letter of Transmittal before 5:00 p.m. (Toronto time) on the third trading day on the TSX after the Expiry Date.

The Notice of Guaranteed Delivery must be delivered by hand or courier or transmitted by facsimile or mailed to the Depositary at its office in Toronto, Ontario set out in the Notice of Guaranteed Delivery and must include a guarantee by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying certificate(s) representing Common Shares and all other required documents to any office other than the Toronto, Ontario office of the Depositary does not constitute delivery for purposes of satisfying a guaranteed delivery.

Acceptance by Book-Entry Transfer

Shareholders may accept the Offer by following the procedures for a book-entry transfer established by CDS, provided that a Book-Entry Confirmation through CDSX is received by the Depositary at its office in Toronto, Ontario at or prior to the Expiry Time. The Depositary has established an account at CDS for the purpose of the Offer. Any financial institution that is a participant in CDS may cause CDS to make a book-entry transfer of a Shareholder's Common Shares into the Depositary's account in accordance with CDS procedures for such transfer. Delivery of Common Shares to the Depositary by means of a book-entry transfer will constitute a valid tender under the Offer.

Shareholders, through their respective CDS participants, who utilize CDSX to accept the Offer through a book-entry transfer of their holdings into the Depositary's account with CDS shall be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and therefore such instructions received by the Depositary are considered a valid tender in accordance with the terms of the Offer.

Shareholders may also accept the Offer by following the procedures for book-entry transfer established by DTC, provided that a Book-Entry Confirmation, together with an Agent's Message (as defined below) in respect thereof, or a properly completed and executed Letter of Transmittal (including signature guarantee if required) and all other required documents, are received by the Depositary at its office in Toronto, Ontario at or prior to the Expiry Time. The Depositary has established an account at DTC for the purpose of the Offer. Any financial institution that is a participant in DTC may cause DTC to make a book-entry transfer of a Shareholder's Common Shares into the Depositary's account in accordance with DTC's procedures for such transfer. However, as noted above, although delivery of Common Shares may be effected through book-entry transfer at DTC, either an Agent's Message in respect thereof, or a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and executed (including signature guarantee if required), and all other required documents, must, in any case, be received by the Depositary, at its office in Toronto, Ontario at or prior to the Expiry Time. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Depositary. Such documents or Agent's Message should be sent to the Depositary.

The term "Agent's Message" means a message, transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgement from the participant in DTC depositing the Common Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal as if executed by such participant and that Osisko may enforce such agreement against such participant.

General

The Offer will be deemed to be accepted only if the Depositary has actually physically received the requisite documents at or before the time specified. In all cases, payment of the Offer Consideration for the Common Shares deposited and taken up by Osisko under the Offer will be made only after timely receipt by the Depositary of (a) certificate(s) representing the Common Shares (or, in the case of book-entry transfer to the Depositary, a Book-Entry Confirmation for the Common Shares), (b) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and executed, covering such Common Shares with the signature(s) guaranteed in accordance with the instructions set out in the Letter of Transmittal (or in the case of Common Shares deposited using the procedures for book-entry transfer established by DTC, an Agent's Message), and (c) all other required documents.

The method of delivery of certificate(s) representing Common Shares (or a Book-Entry Confirmation for the Common Shares, as applicable), the Letter of Transmittal, the Notice of Guaranteed Delivery and all other required documents is at the option and risk of the Shareholder depositing those documents. Osisko recommends that those documents be delivered by hand to the Depositary and that a receipt be obtained or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained. It is suggested that any such mailing be made sufficiently in advance of the Expiry Time to permit delivery to the Depositary at or prior to the Expiry Time. Delivery will only be effective upon actual physical receipt by the Depositary.

All questions as to the validity, form, eligibility (including, without limitation, timely receipt) and acceptance of any Common Shares deposited under the Offer will be determined by Osisko in its sole discretion. Depositing Shareholders agree that such determination shall be final and binding. Osisko reserves the absolute right to reject any and all deposits that it determines not to be in proper form or that may be unlawful to accept under the applicable Laws of any jurisdiction. Osisko reserves the absolute right to waive any defects or irregularities in the deposit of any Common Shares. There shall be no duty or obligation of Osisko, the Depositary or any other person to give notice of any defects or irregularities in any deposit and no liability shall be incurred by any of them for failure to give any such notice. Osisko's interpretation of the terms and conditions of the Offer, the Circular, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other related documents will be final and binding.

Under no circumstances will any amount be paid by Osisko or the Depositary by reason of any delay in exchanging any Common Shares or in making payment of the Offer Consideration for Common Shares or in lieu of fractional Osisko Common Shares to any person on account of Common Shares accepted for exchange under the Offer.

Osisko reserves the right to permit the Offer to be accepted in a manner other than that set out in this Section 3.

Dividends and Distributions

Subject to the terms and conditions of the Offer and subject, in particular, to Common Shares being validly withdrawn by or on behalf of a depositing Shareholder, and except as provided below, by accepting the Offer pursuant to the procedures set out herein, a Shareholder deposits, sells, assigns and transfers to Osisko all right, title and interest in and to the Common Shares covered by the Letter of Transmittal or book-entry transfer (the "Deposited Shares") and in and to all rights and benefits arising from such Deposited Shares including, without limitation, any and all dividends, distributions, payments, securities, property or other interests that may

be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them on and after the date of the Offer, including any dividends, distributions or payments on such dividends, distributions, payments, securities, property or other interests (collectively, "Distributions").

Power of Attorney

The execution of a Letter of Transmittal (or in the case of Common Shares deposited by book-entry transfer, by making a book-entry transfer), irrevocably constitutes and appoints, effective at and after the time (the "Effective Time") that Osisko takes up the Deposited Shares, each director or officer of Osisko, and any other person designated by Osisko in writing, as the true and lawful agent, attorney, attorney-in-fact and proxy of the holder of the Common Shares covered by the Letter of Transmittal or book-entry transfer (which Common Shares upon being taken up are, together with any Distributions thereon, hereinafter referred to as the "Purchased Securities") with respect to such Purchased Securities, with full powers of substitution (such powers of attorney, being coupled with an interest, being irrevocable), in the name of and on behalf of such Shareholder:

(a): to register or record the transfer and/or cancellation of such Purchased Securities to the extent consisting of securities on the appropriate securities registers maintained by or on behalf of Brett;
(b): for so long as any such Purchased Securities are registered or recorded in the name of such Shareholder, to exercise any and all rights of such Shareholder including, without limitation, the right to vote, to execute and deliver (provided the same is not contrary to applicable Laws), as and when requested by Osisko, any and all instruments of proxy, authorizations or consents in form and on terms satisfactory to Osisko in respect of any or all Purchased Securities, to revoke any such instruments, authorizations or consents given prior to or after the Effective Time, to designate in such instruments, authorizations or consents any person or persons as the proxy of such Shareholder in respect of such Purchased Securities for all purposes including, without limitation, in connection with any meeting or meetings (whether annual, special or otherwise, or any adjournment thereof, including, without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Brett;
(c): to execute, endorse and negotiate, for and in the name of and on behalf of such Shareholder, any and all cheques or other instruments representing any Distributions payable to or to the order of, or endorsed in favour of, such Shareholder; and
(d): to exercise any other rights of a Shareholder with respect to such Purchased Securities, all as set out in the Letter of Transmittal.

A Shareholder accepting the Offer under the terms of the Letter of Transmittal (including book-entry transfer) revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the Shareholder at any time with respect to the Deposited Shares or any Distributions. The Shareholder accepting the Offer agrees that no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the Deposited Shares or any Distributions by or on behalf of the depositing Shareholder unless the Deposited Shares are not taken up and paid for under the Offer or are properly withdrawn in accordance with Section 7 of the Offer, "Withdrawal of Deposited Common Shares".

A Shareholder accepting the Offer also agrees not to vote any of the Purchased Securities at any meeting (whether annual special or otherwise, or any adjournments thereof, including, without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Brett and, except as may otherwise be agreed to with Osisko, not to exercise any of the other rights or privileges attached to the Purchased Securities, and agrees to execute and deliver to Osisko any and all instruments of proxy, authorizations or consents in respect of all or any of the Purchased Securities, and agrees to designate or appoint in any such instruments of proxy, authorizations or consents, the person or persons specified by Osisko as the proxy of the holder of the Purchased Securities. Upon such appointment, all prior proxies and other authorizations (including, without limitation, all appointments of any agent, attorney or attorney-in-fact) or

consents given by the holder of such Purchased Securities with respect thereto will be revoked and no subsequent proxies or other authorizations or consents may be given by such person with respect thereto.

Further Assurances

A Shareholder accepting the Offer covenants under the terms of the Letter of Transmittal (including book-entry transfer) to execute, upon request of Osisko, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities to Osisko. Each authority therein conferred or agreed to be conferred is, to the extent permitted by applicable Laws, irrevocable and may be exercised during any subsequent legal incapacity of such holder and shall, to the extent permitted by applicable Laws, survive the death or incapacity, bankruptcy or insolvency of the holder and all obligations of the holder therein shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of such holder.

Formation of Agreement; Shareholder's Representations and Warranties

The acceptance of the Offer pursuant to the procedures set forth above constitutes a binding agreement between a depositing Shareholder and Osisko, effective immediately following the time at which Osisko takes up Common Shares deposited by such Shareholder, in accordance with the terms and conditions of the Offer. This agreement includes a representation and warranty by the depositing Shareholder that (i) the person signing the Letter of Transmittal or on whose behalf a book-entry transfer is made has full power and authority to deposit, sell, assign and transfer the Deposited Shares and all rights and benefits arising from such Deposited Shares including, without limitation, any Distributions, (ii) the person signing the Letter of Transmittal or on whose behalf a book-entry transfer is made owns the Deposited Shares and any Distributions deposited under the Offer, (iii) the Deposited Shares and Distributions have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Shares or Distributions to any other person, (iv) the deposit of the Deposited Shares and Distributions complies with applicable Laws, and (v) when the Deposited Shares and Distributions are taken up and paid for by Osisko, Osisko will acquire good title thereto (and to any Distributions), free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others.

4. Conditions of the Offer

Notwithstanding any other provision of the Offer, Osisko will have the right to withdraw the Offer and not take up and pay for, or, subject to the terms and conditions of the Offer and the Support Agreement, extend the period of time during which the Offer is open and postpone taking up and paying for, the Common Shares deposited under the Offer (including Common Shares issued after the date of the Offer and prior to the Expiry Time on the exercise of Options and Warrants) unless all of the following conditions are satisfied or Osisko has waived them in whole or in part at or prior to the Expiry Time:


	(a)		there shall have been validly deposited under the Offer and not withdrawn as at the Expiry Time, such number of Common Shares which, together with any Common Shares beneficially owned or over which control or direction is exercised by the Offeror and its affiliates and joint actors, represents at least 66²/3% of the issued and outstanding Common Shares (the "Minimum Condition");
	(b)		all government or regulatory approvals (including those of applicable stock exchanges or securities law regulatory authorities) that in the Offeror's reasonable judgement are necessary to complete the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction shall have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been terminated, each on terms and conditions satisfactory to the Offeror, acting reasonably;
	(c)		all required shareholder approvals that are necessary under applicable Laws, including for greater certainty any requirements of the TSX and the TSXV, to complete the Offer shall have been obtained, each on terms and conditions satisfactory to the Offeror, acting reasonably;


(d)	all required consents and authorizations that in Osisko's reasonable judgement are necessary to satisfy Officer Obligations arising out of severance and change of control payments, as set out in the Company Disclosure Letter (as defined in the Support Agreement) shall have been obtained;
(e)	(i)	no act, action, suit, demand or proceeding shall have been taken by or before any Canadian or foreign court, tribunal or Governmental Authority or administrative agency or commission or by or before any elected or appointed public official in Canada or elsewhere; and
	(ii)	no law, regulation or policy shall have been proposed, enacted, promulgated or applied; in each case
		A.	to cease trade, enjoin, prohibit or impose material limitations or conditions on the purchase by or the sale to the Offeror of any of the Common Shares or the right of the Offeror to own or exercise full rights of ownership of the Common Shares (either pursuant to the Offer or a Subsequent Acquisition Transaction);
		B.	which, if the Offer or Compulsory Acquisition or Subsequent Acquisition Transaction was consummated, would reasonably be expected to lead to a Material Adverse Change or to materially adversely affect the Offeror;
		C.	which would materially and adversely affect the ability of Offeror to proceed with the Offer (or any Compulsory Acquisition or any Subsequent Acquisition Transaction) and/or take up and pay for any Common Shares deposited under the Offer; or
		D.	seeking to prohibit or limit the ownership or operation by the Offeror of any material portion of the business or assets of Brett or the subsidiaries or to compel the Offeror to dispose of or hold separate any material portion of the business or assets of the Company or any of the subsidiaries as a result of the Offer (or any Compulsory Acquisition or any Subsequent Acquisition Transaction);
(f)	the Offeror shall have determined, in its sole judgment, acting reasonably, that there does not exist any prohibition at Law against the Offeror making or maintaining the Offer, taking up and paying for any Common Shares deposited under the Offer or completing any Compulsory Acquisition or Subsequent Acquisition Transaction;
(g)	the Offeror shall have determined, in its sole judgment, acting reasonably, that there has not occurred any Material Adverse Change;
(h)	the Offeror shall have determined, in its sole judgment, acting reasonably, that:
	(i)	all representations and warranties of Brett qualified by references to materiality or to Material Adverse Effect shall be true and correct in all respects;
	(ii)	all representations and warranties not qualified by reference to materiality or to Material Adverse Effect shall be true and correct in all material respects, in either case as if made on and as of the date of the expiry of the Offer (except to the extent such representations and warranties speak as to an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date); and
	(iii)	Brett has performed all of the covenants and agreements to be performed by it under the Support Agreement in all material respects;
	and the Offeror shall have received a certificate to that effect from the President and Chief Executive Officer and the Chief Financial Officer (or other officer reasonably satisfactory to the Offeror) of Brett to that effect;
(i)	Brett shall not have knowingly or intentionally breached a covenant in Article 6 of the Support Agreement; and


	(j)		the Support Agreement shall not have been terminated or the Offeror shall have determined in its sole judgment, acting reasonably, that such termination shall not affect the ability of the Offeror to consummate the Offer or to complete a Compulsory Acquisition or Subsequent Acquisition Transaction or that such termination was not related to any matter that is materially adverse to the business of Brett or to the value of the Common Shares to the Offeror.

The foregoing conditions shall be for the exclusive benefit of the Offeror, and may be asserted by the Offeror, at any time.

Subject to the terms of the Support Agreement, the Offeror may waive any of the foregoing conditions, other than (a) above, in whole or in part at any time and from time to time, both before and after the relevant Expiry Time, without prejudice to any other rights that the Offeror may have.

The failure by the Offeror at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. The conditions listed above shall be conclusively deemed to have been satisfied or waived upon the taking-up by the Offeror of any Common Shares pursuant to the Offer.

The foregoing conditions are subject to Osisko's notification obligations with respect to changes in the information contained in the Offer and Circular that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer, as described in Section 5 of the Offer, "Extension, Variation or Change in the Offer".

Any waiver of a condition or the termination or withdrawal of the Offer shall be deemed to have been given and to be effective upon written notice or other communication confirmed in writing by Osisko to that effect to the Depositary at its office in Toronto, Ontario. Forthwith after giving any such notice, Osisko will make a public announcement of such waiver or withdrawal and, to the extent required by applicable Laws, will cause the Depositary as soon as is practicable thereafter to notify the Shareholders in the manner set forth under "Notices and Delivery" in Section 10 of the Offer, and will provide a copy of the aforementioned notice to the TSX and TSXV. If the Offer is withdrawn, Osisko will not be obligated to take up, accept for payment or pay for any Common Shares deposited under the Offer and the Depositary will promptly return all certificates for Deposited Shares, Letters of Transmittal, Notices of Guaranteed Delivery and related documents in its possession to the parties by whom they were deposited.

5. Extension, Variation or Change in the Offer

The Offer is open for acceptance until the Expiry Time, subject to extension or variation by Osisko in accordance with the Support Agreement, unless the Offer is withdrawn by Osisko.

Subject to the limitations hereafter described, Osisko reserves the right, in its sole discretion but subject to the terms and conditions of the Support Agreement, the Outside Date and applicable Laws, at any time and from time to time while the Offer is open for acceptance (or at any other time if permitted by applicable Laws), to extend the Expiry Date or the Expiry Time or to vary the Offer by giving written notice (or other communication subsequently confirmed in writing, provided that such confirmation is not a condition of the effectiveness of the notice) of such extension or variation to the Depositary at its office in Toronto, Ontario, and by causing the Depositary, if required by applicable Laws, as soon as practicable thereafter to communicate such notice in the manner set forth in Section 10 of the Offer, "Notices and Delivery", to all registered Shareholders whose Common Shares have not been taken up prior to the extension or variation. Osisko shall, as soon as practicable after giving notice of an extension or variation to the Depositary, make a public announcement of the extension or variation to the extent and in the manner required by applicable Laws and provide a copy of the notice thereof to the TSX and the TSXV. Any notice of extension or variation will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated in writing to the Depositary at its office in Toronto, Ontario.

Where the terms of the Offer are varied, the Offer will not expire before ten days after the notice of such variation has been given to Shareholders, unless otherwise permitted by applicable Laws and subject to abridgement or elimination of that period pursuant to such orders or other forms of relief as may be granted by any applicable securities regulatory authorities.

If, prior to the Expiry Time or after the Expiry Time but before the expiry of all rights of withdrawal with respect to the Offer, a change occurs in the information contained in the Offer or the Circular, as amended from time to time, that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of Osisko or of an affiliate of Osisko unless it is a change in a material fact relating to the Osisko Common Shares), Osisko will give written notice of such change to the Depositary at its office in Toronto, Ontario and will cause the Depositary, if required by applicable Laws, as soon as practicable thereafter to communicate such notice in the manner set forth under "Notices and Delivery" in Section 10 of the Offer, to all Shareholders whose Common Shares have not been taken up under the Offer at the date of the occurrence of the change, if required by applicable Laws. As soon as possible after giving notice of a change in information to the Depositary, Osisko will make a public announcement of the change in information to the extent and in the manner required by applicable Laws and provide a copy of the notice thereof to the TSX and TSXV. Any notice of change in information will be deemed to have been given and to be effective on the day that it is delivered or otherwise communicated to the Depositary at its office in Toronto, Ontario.

Notwithstanding the foregoing but subject to applicable Laws, the Offer may not be extended by Osisko if all of the terms and conditions of the Offer, except those waived by Osisko, have been fulfilled or complied with, unless Osisko first takes up all Common Shares then validly deposited under the Offer and not properly withdrawn.

During any extension or in the event of any variation of the Offer or change in information, all Common Shares previously deposited and not taken up or withdrawn will remain subject to the Offer and may be accepted for purchase by Osisko in accordance with the terms hereof, subject to Section 7 of the Offer, "Withdrawal of Deposited Common Shares". An extension of the Expiry Time, a variation of the Offer or a change in information does not, unless otherwise expressly stated, constitute a waiver by Osisko of any of its rights set out under "Conditions of the Offer" in Section 4 of the Offer.

If, prior to the Expiry Time, the Offer Consideration is increased, such increased consideration will be paid to each of the depositing Shareholders whose Common Shares are taken up under the Offer, whether or not such Common Shares were taken up before the increase.

6. Take Up and Payment for Deposited Common Shares

If all the conditions referred to under "Conditions of the Offer" in Section 4 of the Offer have been fulfilled or waived by Osisko at or prior to the Expiry Time, Osisko will take up and pay for Common Shares validly deposited under the Offer and not properly withdrawn not later than ten calendar days after the Expiry Time. Any Common Shares taken up under the Offer will be paid for promptly and, in any event, not more than three business days after taking up such Common Shares. Subject to applicable Laws, any Common Shares deposited under the Offer after the first date on which Common Shares have been taken up by Osisko under the Offer but prior to the Expiry Time will be taken up and paid for promptly and, in any event, within ten calendar days of such deposit.

Osisko will be deemed to have taken up and accepted for payment Common Shares validly deposited and not properly withdrawn under the Offer if, as and when Osisko gives written notice or other communication subsequently confirmed in writing to the Depositary at its office in Toronto, Ontario to that effect. Subject to applicable Laws, Osisko expressly reserves the right in its sole discretion to delay taking up and paying for any Common Shares or to, on or after the initial Expiry Time, withdraw or terminate the Offer and not take up or pay for any Common Shares if any condition specified under "Conditions of the Offer" in Section 4 of the Offer is not fulfilled or waived, by giving written notice thereof or other communication subsequently confirmed in writing to the Depositary at its office in Toronto, Ontario.

Osisko also expressly reserves the right, in its sole discretion, to delay taking up and paying for Common Shares in order to comply, in whole or in part, with any applicable Laws or government regulatory approval. Osisko will not, however, take up and pay for any Common Shares deposited under the Offer unless it simultaneously takes up and pays for all Common Shares then validly deposited under the Offer and not withdrawn.

Osisko will pay for Common Shares validly deposited under the Offer and not withdrawn by providing the Depositary with the Offer Consideration in the form of sufficient share certificates representing Osisko Common Shares and sufficient funds for transmittal to depositing Shareholders. Under no circumstances will interest accrue or be paid by Osisko or the Depositary to persons depositing Common Shares on the purchase price of Common Shares purchased by Osisko, regardless of any delay in making such payment.

The Depositary will act as the agent of persons who have deposited Common Shares in acceptance of the Offer for the purposes of receiving the Offer Consideration from Osisko and transmitting such Offer Consideration to such persons. Receipt of the share certificates and cash representing the Offer Consideration by the Depositary will be deemed to constitute receipt of payment by persons depositing Common Shares under the Offer.

No fractional Osisko Common Shares will be issued pursuant to the Offer. Where the aggregate number of Osisko Common Shares to be issued to a Shareholder as consideration under the Offer would result in a fraction of an Osisko Common Share being issuable, the number of Osisko Common Shares to be received by such Shareholder will be rounded down to the nearest whole number. Any cash consideration owing to a Shareholder pursuant to the Offer will be rounded up to the next whole cent.

Settlement with each Shareholder who has deposited Common Shares pursuant to the Offer will be made by the Depositary forwarding share certificates representing the Osisko Common Shares to which the depositing Shareholder is entitled and cheques in the amount to which the depositing Shareholder is entitled. Unless otherwise directed in the Letter of Transmittal, share certificates and cheques representing the Offer Consideration will be issued in the name of the registered holder of the Common Shares so deposited. Unless the person depositing the Common Shares instructs the Depositary to hold the certificate(s) and cheque(s) representing the Offer Consideration for pick-up by checking the appropriate box in the Letter of Transmittal, such share certificate(s) and cheque(s) will be forwarded by first class insured mail to such person at the address specified in the Letter of Transmittal. If no such address is specified, the certificate(s) and cheque(s) representing the Offer Consideration will be sent to the address of the holder as shown on the securities registers maintained by or on behalf of Brett. Certificates and cheques representing the Offer Consideration mailed in accordance with this paragraph will be deemed to be delivered at the time of mailing.

Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Common Shares directly with the Depositary.

7. Withdrawal of Deposited Common Shares

Except as otherwise stated in this Section 7 of the Offer or otherwise required by applicable Laws, all deposits of Common Shares under the Offer are irrevocable. Unless otherwise required or permitted by applicable Laws, any Common Shares deposited in acceptance of the Offer may be withdrawn by or on behalf of the depositing Shareholder:

(a)

at any time before the Common Shares have been taken up by Osisko under the Offer;

(b)

if the Common Shares have not been paid for by Osisko within three business days after having been taken up; or

(c)

at any time before the expiration of ten days from the date upon which either:

(i): a notice of change relating to a change which has occurred in the information contained in the Offer or the Circular, as amended from time to time, that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of Osisko or of an affiliate of Osisko unless it is a change in a material fact relating to the Osisko Common Shares), in the event that such change occurs before the Expiry Time or after the Expiry Time but before the expiry of all rights of withdrawal in respect of the Offer; or
(ii): a notice of variation concerning a variation in the terms of the Offer (other than a variation consisting solely of an increase in the consideration offered for the Common Shares where the Expiry Time is not extended for more than ten days)

is mailed, delivered or otherwise properly communicated (subject to abridgement of that period pursuant to such order or orders as may be granted by applicable courts or Governmental Authorities) and only if such deposited Common Shares have not been taken up by Osisko at the date of the notice.

Withdrawals of Common Shares deposited under the Offer must be effected by notice of withdrawal made by or on behalf of the depositing Shareholder and must be actually physically received by the Depositary at the place of deposit of the applicable Common Shares (or Notice of Guaranteed Delivery in respect thereof) within the time limits indicated above. Notices of withdrawal: (a) must be made by a method, including facsimile transmission, that provides the Depositary with a written or printed copy; (b) must be signed by or on behalf of the person who signed the Letter of Transmittal accompanying (or Notice of Guaranteed Delivery in respect of) the Common Shares that are to be withdrawn and (c) must specify such person's name, the number of Common Shares to be withdrawn, the name of the registered holder and the certificate number shown on each certificate representing the Common Shares to be withdrawn. Any signature in a notice of withdrawal must be guaranteed by an Eligible Institution in the same manner as in a Letter of Transmittal (as described in the instructions set out therein), except in the case of Common Shares deposited for the account of an Eligible Institution.

Alternatively, if Common Shares have been deposited pursuant to the procedures for book-entry transfer, as set out in Section 3 of the Offer "Manner of Acceptance — Acceptance by Book-Entry Transfer", any notice of withdrawal must specify the name and number of the account at CDS or DTC, as applicable, to be credited with the withdrawn Common Shares and otherwise comply with the procedures of CDS or DTC as applicable.

A withdrawal of Common Shares deposited under the Offer can only be accomplished in accordance with the foregoing procedures. The withdrawal will take effect upon receipt by the Depositary of the properly completed and executed written notice of withdrawal.

All questions as to the validity (including timely receipt) and form of notices of withdrawal will be determined by Osisko in its sole discretion, and such determination will be final and binding. Neither the Depositary, Osisko nor any other person shall be under any duty or obligation to give notice of any defect or irregularity in any notice of withdrawal and no liability shall be incurred or suffered by any of them for failure to give such notice.

If Osisko extends the period of time during which the Offer is open, is delayed in taking up or paying for Common Shares or is unable to take up or pay for Common Shares for any reason, then, without prejudice to Osisko's other rights, Common Shares deposited under the Offer may, subject to applicable Laws, be retained by the Depositary on behalf of Osisko and such Common Shares may not be withdrawn except to the extent that depositing Shareholders are entitled to withdrawal rights as set forth in this Section 7 or pursuant to applicable Laws.

Withdrawals cannot be rescinded and any Common Shares withdrawn will thereafter be deemed not validly deposited for the purposes of the Offer, but may be re-deposited at any subsequent time prior to the Expiry Time by following any of the procedures described in Section 3 of the Offer, "Manner of Acceptance".

In addition to the foregoing rights of withdrawal, Shareholders in Canada are entitled to one or more statutory rights of rescission, price revision or to damages in certain circumstances. See Section 31 of the Circular, "Statutory Rights".

8. Return of Deposited Common Shares

Any deposited Common Shares that are not taken up and paid for by Osisko pursuant to the terms and conditions of the Offer for any reason will be returned, at Osisko's expense, to the depositing Shareholder as soon as practicable after the Expiry Time or withdrawal or termination of the Offer, by either (i) sending certificates representing the Common Shares not purchased by first class insured mail to the address of the depositing Shareholder specified in the Letter of Transmittal or, if such name or address is not so specified, in such name and to such address as shown on the securities registers maintained by or on behalf of Brett, or (ii) in the case of Common Shares deposited by book-entry transfer of such Common Shares pursuant to the procedures set out in "Manner of Acceptance — Acceptance by Book-Entry Transfer" in Section 3 of the Offer, such Common Shares will be credited to the depositing holder's account maintained with CDS or DTC, as applicable.

9. Changes in Capitalization; Adjustments; Liens

If, on or after the date of the Offer, Brett should divide, combine, reclassify, consolidate, convert or otherwise change any of the Common Shares or its capitalization, issue any Common Shares, or issue, grant or sell any Options or other securities that are convertible into or exchangeable or exercisable for Common Shares, or disclose that it has taken or intends to take any such action, then Osisko may, in its sole discretion and without prejudice to its rights under "Conditions of the Offer" in Section 4 of the Offer, make such adjustments as it considers appropriate to the purchase price and other terms of the Offer (including, without limitation, the type of securities offered to be purchased and the amount payable therefore) to reflect such division, combination, reclassification, consolidation, conversion, issuance, grant, sale or other change. See "Extension, Variation or Change in the Offer" in Section 5 of the Offer.

Common Shares and any Distributions acquired under the Offer shall be transferred by the Shareholder and acquired by Osisko free and clear of all liens, restrictions, charges, encumbrances, claims and equities and together with all rights and benefits arising therefrom, including, without limitation, the right to any and all dividends, distributions, payments, securities, property, rights, assets or other interests which may be accrued, declared, paid, issued, distributed, made or transferred on or after the date of the Offer on or in respect of the Common Shares, whether or not separated from the Common Shares. If, on or after the date of the Offer, Brett should declare, set aside or pay any dividend or declare, make or pay any other distribution or payment on or declare, allot, reserve or issue any securities, rights or other interests with respect to any Common Shares, which is or are payable or distributable to Shareholders on a record date prior to the date of transfer into the name of Osisko or its nominee or transferee on the securities registers maintained by or on behalf of Brett in respect of Common Shares accepted for purchase under the Offer, then (and without prejudice to its rights under "Conditions of the Offer" in Section 4 of the Offer), (a) in the case of cash dividends, distributions or payments, the amount of dividends, distributions or payments shall be received and held by the depositing Shareholders for the account of Osisko until Osisko pays for such Common Shares, and to the extent that the value of such dividends, distributions or payments do not exceed the value of the Offer Consideration per Common Share payable by Osisko pursuant to the Offer, the Offer Consideration per Common Share, as the case may be pursuant to the Offer will be reduced by the amount of any such dividend, distribution or payment; (b) in the case of non-cash dividends, distributions, payments, securities, property, rights, assets or other interests, the whole of any such non-cash dividends, distributions, payments, securities, property, rights, assets or other interests shall be received and held by the depositing Shareholder for the account of Osisko and shall be required to be promptly remitted and transferred by the depositing Shareholder to the Depositary for the account of Osisko, accompanied by appropriate documentation of transfer; and (c) in the case of any cash dividends, distributions or payments, the aggregate value of which exceeds the value of the Offer Consideration per Common Share payable by Osisko pursuant to the Offer, the whole of any such cash dividend, distribution or payment shall be received and held by the depositing Shareholders for the account of Osisko and shall be required to be promptly remitted and transferred by the depositing Shareholders to the Depositary for the account of Osisko, accompanied by appropriate documentation of transfer. Pending such remittance, Osisko will be entitled to all rights and privileges as the owner of any such dividend, distribution, payment, securities, property, rights, assets or other interests and may withhold the entire Offer Consideration payable by Osisko under the Offer or deduct from the Offer Consideration payable by Osisko under the Offer the amount or value thereof, as determined by Osisko in its sole discretion.

The declaration or payment of any such dividend or distribution may have tax consequences not discussed under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular or "Certain United States Federal Income Tax Considerations" in Section 22 of the Circular.

10. Notices and Delivery

Without limiting any other lawful means of giving notice, and unless otherwise specified by applicable Laws, any notice to be given by Osisko or the Depositary under the Offer will be deemed to have been properly given if it is mailed by first class mail, postage prepaid, to the registered Shareholders at their respective addresses as shown on the securities registers maintained by or on behalf of Brett and, unless otherwise specified by applicable Laws, will be deemed to have been received on the first business day following the date of mailing.

These provisions apply notwithstanding any accidental omission to give notice to any one or more Shareholders and notwithstanding any interruption of mail services following mailing.

Except as otherwise required or permitted by applicable Laws, if mail service is interrupted or delayed following mailing, Osisko intends to make reasonable efforts to disseminate the notice by other means, such as publication. Except as otherwise required or permitted by applicable Laws, if post offices in Canada are not open for the deposit of mail any notice which Osisko or the Depositary may give or cause to be given to Shareholders under the Offer will be deemed to have been properly given and to have been received by Shareholders if: (a) it is given to the TSX and the TSXV for dissemination through their facilities; (b) it is published once in the National Edition of The Globe and Mail or The National Post; or (c) it is given to the Canada News Wire Service.

The Offer and Circular and the accompanying Letter of Transmittal and Notice of Guaranteed Delivery will be mailed to registered holders of Common Shares or made available in such other manner as is permitted by applicable Laws and Osisko will use its reasonable efforts to furnish such documents to investment advisors, stock brokers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear in the securities registers maintained by or on behalf of Brett in respect of the Common Shares or, if security position listings are available, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to the beneficial owners of Common Shares when such listings are received.

Wherever the Offer calls for documents to be delivered to the Depositary, such documents will not be considered delivered unless and until they have been physically received at the Toronto, Ontario office of the Depositary specified in the Letter of Transmittal or in the Notice of Guaranteed Delivery, as applicable.

11. Mail Service Interruption

Notwithstanding the provisions of the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, share certificates and any other relevant documents will not be mailed if Osisko determines that delivery thereof by mail may be delayed. Persons entitled to such certificate(s) and any other relevant documents that are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary to which the deposited certificate(s) for Common Shares were delivered until such time as Osisko has determined that delivery by mail will no longer be delayed. Osisko shall provide notice of any such determination in accordance with Section 10 of the Offer, "Notices and Delivery". Notwithstanding the provisions set out under "Take Up and Payment for Deposited Common Shares" in Section 6 of the Offer, share certificates and any other relevant documents not mailed for the foregoing reason will be conclusively deemed to have been delivered on the first day upon which they are available for delivery to the depositing Shareholder at the Toronto, Ontario office of the Depositary.

12. Common Shares Not Deposited under the Offer

The purpose of the Offer is to enable Osisko to acquire all of the outstanding Common Shares. If a sufficient number of Common Shares are validly deposited under the Offer and are taken up and paid for by Osisko, Osisko currently intends to carry out a Compulsory Acquisition or a Subsequent Acquisition Transaction to acquire all of the Common Shares not deposited under the Offer as described in Section 20 of the Circular, "Acquisition of Common Shares Not Deposited Under the Offer".

13. Market Purchases

The Offeror reserves the right to acquire, or to cause an affiliate to acquire, beneficial ownership of Common Shares by making purchases through the facilities of the TSXV, subject to applicable Laws, prior to the Expiry Time. In no event will the Offeror make any such purchases of Common shares until the third Business Day following the date of the Offer. The aggregate number of Common Shares acquired by the Offeror through the facilities of the TSXV during the course of the Offer shall not exceed 5% of the outstanding Common Shares as of the date of the Offer, and the Offeror will issue and file a news release forthwith after the close of business of the TSXV on each day on which the Common Shares have been purchased. If the Offeror purchases Common Shares through the facilities of the TSXV while the Offer is outstanding, the Common Shares so purchased will be counted in any determination as to whether the Minimum Condition has been fulfilled.

Although the Offeror has no present intention to sell Common Shares taken up under the Offer, subject to applicable Laws, it reserves the right to enter into arrangements, commitments or understandings at or prior to the Expiry Time to sell any of such Common Shares after the Expiry Time.

For the purposes of this Section 13, the term "Osisko" includes Osisko and any person acting jointly or in concert with Osisko.

14. Other Terms of the Offer

(a): The Offer and all contracts resulting from acceptance thereof shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.
(b): In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer, the Offer shall be made on behalf of Osisko by brokers or dealers licensed under the laws of such jurisdiction.
(c): Osisko reserves the right to transfer to one or more affiliates of Osisko the right to purchase all or any portion of the Common Shares deposited under the Offer, but any such transfer will not relieve Osisko of its obligations under the Offer and will in no way prejudice the rights of persons depositing Common Shares to receive payment for Common Shares validly deposited and accepted for payment pursuant to the Offer.
(d): No broker, dealer or other person has been authorized to give any information or make any representation on behalf of Osisko not contained herein or in the accompanying Circular and as set forth in the registration statement on Form F-8 filed by Osisko in connection with the Offer, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer or other person shall be deemed to be the agent of Osisko or the Depositary for the purposes of the Offer.
(e): The provisions of the Glossary, the Summary of the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery accompanying the Offer, including the instructions and rules contained therein, as applicable, form part of the terms and conditions of the Offer.
(f): Osisko, in its sole discretion, shall be entitled to make a final and binding determination of all questions relating to the interpretation of the Offer (including, without limitation, the satisfaction of the conditions of the Offer), the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, the validity of any acceptance of the Offer and the validity of any withdrawals of Common Shares.
(g): Osisko reserves the right to waive any defect in acceptance with respect to any particular Common Shares or any particular Shareholder. There shall be no duty or obligation of Osisko, the Depositary or any other person to give notice of any defect or irregularity in the deposit of any Common Shares or in any notice of withdrawal and in each case no liability shall be incurred or suffered by any of them for failure to give such notice.
(h): The Offer and Circular do not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of Shareholders residing in any jurisdiction in which the making or the acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, Osisko may, in its sole discretion, take such action as Osisko may deem necessary to make the Offer in any jurisdiction and extend the Offer to Shareholders in any such jurisdiction.

The Offer and the accompanying Circular together constitute the take-over bid circular required under Canadian securities legislation with respect to the Offer. Shareholders are urged to refer to the accompanying Circular for additional information relating to the Offer.


Dated: April 13, 2010		OSISKO MINING CORPORATION
		Per: (Signed) "Sean Roosen" Sean Roosen President and Chief Executive Officer

CIRCULAR

This Circular is furnished in connection with the accompanying Offer dated April 13, 2010 by Osisko to purchase all of the issued and outstanding Common Shares. The terms and conditions of the Offer, the Letter of Transmittal and the Notice of Guaranteed Delivery are incorporated into and form part of this Circular. Shareholders should refer to the Offer for details of the terms and conditions of the Offer, including details as to the manner of payment and withdrawal rights. Capitalized terms used in this Circular but not otherwise defined herein, are defined and have the meanings set out in the Glossary, unless the context otherwise requires.

Unless otherwise indicated, the information concerning Brett contained in the Offer and Circular has been taken from or is based upon publicly available documents and records on file of Brett with Canadian securities regulatory authorities and other public sources available at the time of the Offer. Although Osisko has no knowledge that would indicate that any statements contained herein relating to Brett taken from or based upon such documents and records are untrue or incomplete, neither Osisko nor any of its officers or directors assumes any responsibility for the accuracy or completeness of such information or for any failure by Brett to disclose events or facts that may have occurred or that may affect the significance or accuracy of any such information but that are unknown to Osisko.

1. Osisko

See Section 10 of the Circular, "Certain Information Concerning Osisko and its Common Shares". See also "Background to the Offer" in Section 3 of the Circular and "Benefits of and Reasons to Accept the Offer" in Section 5 of the Circular.

For further information regarding Osisko, reference is made to Osisko's filings with the Canadian securities regulatory authorities available under the Osisko profile on SEDAR at www.sedar.com. See "Documents Incorporated by Reference" in Section 11 of the Circular.

2. Brett

See "Background to the Offer" in Section 3 of the Circular and "Benefits of and Reasons to Accept the Offer" in Section 5 of the Circular.

For further information regarding Brett, reference is made to Brett's filings with the Canadian securities regulatory authorities available under the profile of Brett on SEDAR at www.sedar.com.

3. Background to the Offer

Osisko's objective is to pursue growth in its reserve and resource base and over the past year, it has been monitoring the progress of several advance stage exploration projects with open pit, bulk tonnage mining capabilities. The Company's Hammond Reef property was one of the projects Osisko had been monitoring.

In early 2009, Mr. Sean Roosen, Osisko's President and Chief Executive Officer, met with the Company's Chairman, Mr. Ronald Netolitzky and its President and Chief Executive Officer, Mr. Patrick Soares during which they had informal discussions regarding a potential transaction between the two companies.

On March 10, 2009 Osisko and the Company entered into a confidentiality agreement permitting the Company to disclose confidential information to Osisko, including operational, engineering, mineral resources and financial information particularly in regard to the Hammond Reef property, which allowed Osisko to evaluate the potential benefits and synergies of a possible business combination.

Discussions and initial technical due diligence proceeded for the next several months following the execution of the confidentiality agreement, including a meeting between Mr. Sergio Cattalani, Osisko's Vice-President, Exploration and Brett management including Messrs. Netolitzky and Soares, Mr. Joe Ringwald, Vice President of Operations and Mr. John Zbeetnoff, P.Geo. in Vancouver, British Columbia. On May 13, 2009, Messrs. Netolitzky and Soares met in Montreal with several senior members of Osisko's management team including Mr. Roosen, Mr. Bryan Coates, Chief Financial Officer and Mr. Robert Wares, P. Geo., Chief Operating Officer and a director of Osisko, to discuss and visit Osisko's Canadian Malartic project.

Between June 21 and June 25, 2009, Mr. Cattalani and Mr. Paul Johnson, Mine Manager for the Canadian Malartic project, visited the Hammond Reef property to conduct additional technical due diligence. From July, 2009 to December, 2009, the parties did not have further discussions, although Osisko continued to monitor Brett's ongoing exploration at Hammond Reef.

On January 18, 2010, Mr. Roosen met with Mr. Soares to re-establish communications and reintroduce the possibility of a transaction between the Company and Osisko. At this time, Brett management discussed with Mr. Roosen the possibility of an equity investment by Osisko in Brett and the potential involvement of Osisko's technical team in completing the Hammond Reef feasibility study and eventual construction of the Hammond Reef project. During the Prospectors and Developers Association convention in Toronto on March 9, 2010, Mr. Roosen met with both Mr. Soares and Mr. Netolitzky to discuss a potential business combination of Brett and Osisko. Messrs. Netolitzky and Soares reiterated their position regarding the potential involvement of Osisko's technical team to assist Brett on a consulting basis with the possibility of an equity investment by Osisko to further solidify the relationship between the two companies.

On March 12, 2010, after the close of the TSX and TSXV, Osisko presented Brett with an unsolicited non-binding letter of intent (the "Letter of Intent") outlining its initial proposal for a friendly, board supported take-over of Brett by Osisko. Throughout the course of the next several days, the Company's Board of Directors

met with management of Brett to discuss the details of the possible business combination as outlined in the Letter of Intent. Messrs. Roosen and Coates met with several senior members of Brett's management and its Board of Directors on March 16 and March 17, 2010. On March 17, 2010, Brett and Osisko agreed to a revised proposal and executed the Letter of Intent.

During the course of the trading day on March 17, 2010, Brett requested and was granted from the TSXV a halt on the trading of the Common Shares until the opening of the TSXV on Monday, March 22, 2010, pending the release of information regarding the proposed business combination between the parties, as both Brett and Osisko wished to enter into a definitive agreement with respect to the transaction prior to the Common Shares resuming trading.

The parties continued to conduct legal, corporate and technical due diligence investigations and instructed their legal advisors to commence drafting a definitive Support Agreement. Throughout this period, negotiations among senior management of Brett and Osisko and their respective financial and legal advisors continued.

Certain Shareholders who conditionally agreed to tender their Common Shares to Osisko entered into Lock-Up Agreements with Osisko, subject to certain customary conditions.

On March 21, 2010, representatives of Fraser Milner Casgrain LLP, legal counsel to Osisko, reviewed the Support Agreement with the Osisko board of directors and Cormark Securities Inc., its financial advisors, expressed its view of the transaction to the Osisko board of directors. The Osisko board of directors unanimously approved entering into the Support Agreement.

Also on March 21, 2010, Osisko was informed that Brett's financial advisors, Genuity Capital Markets and Dundee Securities Corporation had delivered oral fairness opinions to the Board of Directors, to the effect that, as of that date and based upon and subject to the scope of the review, analysis undertaken and various assumptions, limitations and qualifications set forth in its opinion, the consideration offered pursuant to the Osisko proposal was fair, from a financial point of view, to the Shareholders of Brett, other than Osisko.

On the evening of March 21, 2010, Osisko and Brett executed the Support Agreement. Simultaneously, Osisko entered into Lock-Up Agreements with certain Shareholders and a joint press release was agreed to by Osisko and Brett and issued prior to the opening of the TSX and TSXV on March 22, 2010.

4. Agreements Relating to the Offer

Lock-Up Agreements

Osisko entered into the Lock-Up Agreements with the Locked-Up Shareholders in respect of an aggregate of 23,029,078 Common Shares held by the Locked-Up Shareholders. The Locked-Up Shares held by Locked-Up Shareholders who are officers and directors of Brett together represent approximately 5.0% of the issued and outstanding Common Shares. In addition, the Locked-Up Shares held by Locked-Up Shareholders who are institutional or other shareholders of Brett together represent approximately 16.5% of the issued and outstanding Common Shares.

The following is a summary only of the principal terms of the Lock-Up Agreements. A complete copy of each of the Lock-Up Agreements has been filed by Osisko on SEDAR and is available at www.sedar.com. Shareholders are urged to read the complete copy of each of the Lock-Up Agreements.

Each of the Locked-Up Shareholders has covenanted that, during the period commencing on the date of each Lock-Up Agreement and continuing until the earlier of the termination of each agreement and Osisko's take up and payment of Common Shares under the Offer, it shall, among other things, not sell, transfer or encumber in any way any Subject Shares held by such Locked-Up Shareholder or waive, relinquish or modify the Locked-Up Shareholder's right to vote any Subject Shares or any other securities of Brett or enter into any agreement to do any of the foregoing, other than pursuant to the Offer and the terms of the Lock-Up Agreements.

Under the Lock-Up Agreements, subject to the termination rights of each party described below, the Locked-Up Shareholders have agreed to tender the Subject Shares beneficially owned by them, or over which they exercise control or direction, to the Offer.

Generally, each of the Locked-Up Shareholders has the right to terminate its Lock-Up Agreement (and withdraw any Common Shares deposited under the Offer) if the Support Agreement is terminated and any required Termination Fee is paid to Osisko, or if there has been a breach or non-performance by the Offeror of a material obligation or covenant contained in the Lock-Up Agreement or any representation or warranty of the Offeror contained in the Lock-Up Agreement is untrue or incorrect in any material respect, where such breach or inaccuracy is reasonably likely to prevent or materially delay consummation of the transactions contemplated by the Lock-Up Agreement.

Furthermore, certain Locked-Up Shareholders have agreed to, upon Osisko confirming that (i) the Minimum Condition has been met or will be met as a result of the conversion of any Convertible Securities held by such Locked-Up Shareholder and (ii) it is legally obliged to take up and pay for the Common Shares deposited under the Offer which result in Osisko holding not less than 50.1% of the issued and outstanding Common Shares, convert into Common Shares all Convertible Securities currently owned by such Locked-Up Shareholder.

Each of the Locked-Up Shareholders must deposit or cause to be deposited the Subject Shares under the Offer and thereafter not withdraw its Subject Shares from the Offer, unless pursuant to the terms of the Lock-Up Agreement.

Support Agreement

The following is a summary only of certain provisions of the Support Agreement. It does not purport to be complete and is subject to, and is qualified in its entirety by, the provisions of the Support Agreement. The Support Agreement has been filed by Osisko and Brett with the securities authorities and is available on SEDAR at www.sedar.com. Capitalized terms used in this section that are not defined in the Glossary have the meanings given such terms in the Support Agreement.

The Offer

Pursuant to the Support Agreement Osisko agreed to make the Offer, subject to certain terms and conditions, including a condition that the Board of Directors unanimously recommend that Shareholders accept the Offer.

Conditions of the Offer

The Support Agreement provides that the Offer would be subject to certain conditions, including there being validly deposited under the Offer and not withdrawn as at the Expiry Time such number of Common Shares that constitutes, together with Common Shares held by Osisko, its joint actors and their affiliates, the Minimum Condition. In addition, Osisko may, in its sole discretion, modify or waive any condition or term of the Offer, provided, however, that Osisko shall not, without the prior written consent of Brett, increase the Minimum Condition or decrease the Minimum Condition below 50.1% of the issued and outstanding Common Shares. The conditions of the Offer are described in Section 4 of the Offer, "Conditions of the Offer".

Fairness Opinions and Support of the Offer

Brett represented and warranted that (i) it has received oral confirmation that it will receive the Fairness Opinions which will state that the consideration to be offered to the Shareholders under the Offer is fair, from a financial point of view, to Shareholders (other than the Offeror), which opinions will be attached to the Directors' Circular, and (ii) the Board of Directors had, following consultation with its financial and legal advisors, unanimously determined that the Offer is fair and is in the best interests of Brett and the Shareholders (other than the Offeror); and (iii) the Board of Directors had unanimously resolved to recommend acceptance of the Offer to holders of Common Shares, provided that the Offer is not amended except in accordance with the terms of the Support Agreement.

Compulsory Acquisition and Subsequent Acquisition Transaction

If, within four (4) months after the date of the Offer, the Offer is accepted by holders of not less than 90% of the outstanding Common Shares, other than any Common Shares held at the date of the Offer by or on behalf of the Offeror or an affiliate or associate of the Offeror, as at the Expiry Time, the Offeror shall, to the extent possible, complete a Compulsory Acquisition. If the Offeror takes up any Common Shares under the Offer, but a Compulsory Acquisition is not available, the Offeror covenants and agrees that subject to applicable Laws, it will use its best commercial efforts to complete a Subsequent Acquisition Transaction within 120 days of the Expiry Date, at consideration per Common Share at least equivalent in value to, and in the same form as, the consideration per Common Share offered under the Offer. Subject to applicable Laws, if the Offeror takes up any Common Shares under the Offer, the Company covenants and agrees that it will use its reasonable best efforts to assist the Offeror in connection with a Subsequent Acquisition Transaction. The Company agrees to cooperate fully with the Offeror, including taking all steps and doing all such acts and things, and causing its Subsidiaries to take all steps and to do all such acts and things, if applicable, as may be reasonably requested by the Offeror, in the completion of any Compulsory Acquisition or Subsequent Acquisition Transaction and related post-closing reorganizations.

Outstanding Options and Warrants

Following the Effective Time, provided that the Offeror has taken-up and paid for Common Shares following satisfaction of the Minimum Condition and received all Regulatory Approvals (which the Offeror agrees to use reasonable commercial efforts to obtain) and subject to compliance with the U.S. Securities Act, to the extent applicable, each Option, which is outstanding and has not been duly exercised prior to the Effective Time, shall be exchanged for a fully vested option (each, a "Replacement Option") to purchase from the Offeror the number of Osisko Common Shares (rounded down to the nearest whole share) equal to: (i) the share exchange ratio under the Offer multiplied by (ii) the number of Common Shares subject to such Option immediately prior to the Effective Time and the portion of an Osisko Common Share that, immediately prior to the Effective Time, has a fair market value equal to $0.0001 cash for each such Common Share that such holder was entitled to receive under the Option. Such Replacement Option shall provide for an exercise price per Osisko Common Share (rounded up to the nearest whole cent) equal to: (i) the exercise price per Common Share otherwise purchasable pursuant to such Option; divided by (ii) the share exchange ratio under the Offer. It was agreed that all terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Option for which it was exchanged, and shall be governed by the terms of the Stock Option Plan and any certificate or option agreement previously evidencing the Option shall thereafter evidence and be deemed to evidence such Replacement Option and such Replacement Options shall be designed to meet the requirements under subsection 7(1.4) of the Tax Act. Prior to the Effective Time, the Offeror shall take all corporate action necessary to reserve for issuance a sufficient number of Osisko Common Shares for delivery upon the exercise of the Replacement Options that will be issued.

The Offer is extended to Common Shares issuable upon the exercise of Options and Warrants that are currently outstanding. No Offer is made by the Offeror for the Options and Warrants. Upon the exercise of any such Warrants after a Subsequent Acquisition Transaction or a Compulsory Acquisition, the holder of any such Warrants shall receive, in lieu of the number of Common Shares otherwise issuable upon such exercise, that number of Osisko Common Shares that such holder would have been entitled to receive as a result of the Offer, if such holder had been the registered holder of the number of Common Shares to which such holder was entitled upon exercise thereof immediately prior to the effective time of a Subsequent Acquisition Transaction or a Compulsory Acquisition.

To the extent applicable, Brett shall use its commercially reasonable efforts to cause any holder of Options or Warrants who, following the Effective Time, holds Common Shares issued on exercise of Options or Warrants which have not been tendered to the Offer, to vote in favour of any Subsequent Acquisition Transaction.

The Offeror acknowledges that pursuant to the Stock Option Plan Brett shall, immediately upon receipt of notice of the Offer, notify each holder of Options of full particulars of the Offer, whereupon all Common Shares subject to Options will become vested and the Options may be exercised in whole or in part by the holders of Options so as to permit them to tender the Common Shares received upon such exercise, pursuant to the Offer.

Representations and Warranties

Brett and Osisko provided customary representations and warranties in the Support Agreement, including those relating to: organization, authority, capitalization, listing, public disclosure filings and financial statements, public disclosure record, no Material Adverse Change, no conflicts or violations, compliance with laws, no litigation, no insolvency, required consents, good and marketable title to material assets, mineral properties, residency, foreign private issuer status and investment company status. In addition, Brett provided other customary representations and warranties in the Support Agreement, including those relating to: options to purchase Common Shares, brokerage fees, conduct of business, licences, books and records, outstanding acquisitions and dispositions, no undisclosed material liabilities, real property, no guarantees or indemnities, no swaps, no shareholder agreement, material contracts, no Officer Obligations other than as disclosed, business in compliance with Laws, employment matters, tax matters, environmental matters, insurance, related party transactions, privacy Laws and no shareholder rights plan.

Conduct of Business

From the date of the Support Agreement until that agreement is terminated by its terms, Brett agreed to continue to carry on its business in the ordinary course consistent with past practices, except as expressly permitted under the Support Agreement, required by Law, disclosed to Osisko or agreed by Osisko in writing. Without limiting the generality of the foregoing, Brett agreed, subject to the said exceptions, not to (i) amend the organizational documents of Brett or its subsidiaries; (ii) amend its Stock Option Plan or the terms of its outstanding securities; (iii) declare any dividends or make any distributions; (iv) issue or pledge any securities, including securities which qualify as "flow-through shares" as defined in subsection 66(15) of the Tax Act; (v) redeem or repurchase any of its securities; (vi) split, consolidate or reclassify any of its Common Shares; (vii) liquidate or dissolve the Company or any of its subsidiaries; (viii) reorganize, amalgamate or merge the Company or any of its subsidiaries with another Person; (ix) acquire, encumber or divest its equity interest in any other entity; (x) sell or dispose of any assets having a value in excess of $100,000 other than in the ordinary course of business; (xi) acquire another Person or division thereof having a value in excess of $50,000 individually or $100,000 in the aggregate; (xii) incur any indebtedness; (xiii) make capital expenditures in excess of $100,000 individually or $250,000 in the aggregate or commit to same, subject to certain exceptions; (xiv) pay or discharge any claims, subject to certain exceptions; (xv) enter into any hedges, swaps or other financial instruments, subject to certain exceptions; (xvi) enter into, terminate, waive, modify, amend or release any material contract; (xvii) make any changes in financial or tax accounting methods, except as required by GAAP or Laws; (xviii) make any tax election or settle any tax liability; (xix) enter into any related party contracts; (xx) except as otherwise permitted in the Support Agreement, enter into any transaction that might interfere with or be materially inconsistent with the successful completion of the Offer; (xxi) settle any action or proceeding with a value of more than $100,000; or (xxii) authorize or propose any of the foregoing.

Subject to certain exceptions set out in the Support Agreement, including those summarized below under "Superior Proposal", Brett has agreed to not undertake any reorganization of Brett or its subsidiaries or enter into any transaction or series of transactions, take any action or permit any action that would have the effect of preventing the Offeror from obtaining a full tax cost "bump" pursuant to paragraph 88(1)(d) of the Tax Act in respect of the shares of any affiliates or subsidiaries and other non-depreciable capital property directly owned by Brett on March 21, 2010.

The Company shall, to the extent the Company has the right to direct the sale of Common Shares owned by Kinross Gold Corporation ("Kinross") contained in section 5 of the Equity Participation Agreement, exercise that right in favour of, and cause such Common Shares to be tendered to, the Offer, but if such rights cannot be complied with without contravening the Equity Participation Agreement, the Company agrees to forego any rights to direct a sale of such Common Shares that it has under Section 5 of the Equity Participation Agreement during the currency of the Offer.

Non-Solicitation

Brett agreed not to, directly or indirectly:

(a): solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) any inquiries, offers or proposals regarding an Alternative Transaction;
(b): enter into or participate in any discussions or negotiations regarding an Alternative Transaction;
(c): withdraw, modify or qualify (or propose to do so) in a manner adverse to Osisko, the approval or recommendation of the Board of Directors of the Offer;
(d): approve, recommend or remain neutral for longer than five days regarding, or propose publicly to approve, recommend or remain neutral for longer than five days regarding, any Alternative Transaction; or
(e): accept, recommend, approve or enter into any agreement, understanding or arrangement in respect of an Alternative Transaction.

Superior Proposal

The non-solicitation covenant does not prevent the Board of Directors from entering into an agreement or engaging in discussions or negotiations with or furnishing information to any Person who has made a Superior Proposal. For these purposes, a "Superior Proposal" would be a transaction that results from an unsolicited bona fide, written proposal regarding a transaction that:

(a): did not result from a breach of the non-solicitation requirements contained in the Support Agreement;
(b): involves the acquisition or offer by such Person of all of the outstanding Common Shares or all or substantially all of the consolidated assets of Brett;
(c): the Board of Directors has determined in good faith is funded or in respect of which adequate arrangements (in compliance with applicable Securities Laws) have been made to ensure that the required funds will be available to effect payment in full for all of the Common Shares (on a fully-diluted basis) or assets as the case may be;
(d): would not be subject to any due diligence and/or access condition;
(e): the Board of Directors has determined in good faith (after consultation with its outside legal counsel and receiving an opinion from its financial advisors) that the transaction (x) is reasonably capable of completion without undue delay taking into account all legal, financial, regulatory and other aspects of such transaction and the Person making such transaction, and (y) would, if consummated in accordance with its terms (but not assuming away any risk of non completion) result in a transaction that represents a premium of at least 3% in excess of the value represented by the Offer (including any adjustment to the terms and conditions of the Offer proposed by Osisko pursuant to Osisko' right to match); and
(f): Brett shall have complied with all of the requirements of Osisko' right to match.

Right to Match

Brett agreed to afford Osisko a five-Business Day "right to match", during which Osisko would have the opportunity to propose to amend the terms of the Support Agreement and the Offer in a manner that would result in an Alternative Transaction not continuing to be a Superior Proposal.

Termination Rights, Expense Reimbursement and Termination Fee

The Support Agreement may be terminated:

(a): by mutual consent;
(b): either by Osisko or by Brett if any Law makes the making or completion of the Offer or the transactions contemplated by the Support Agreement illegal or otherwise prohibited;
(c): by Osisko prior to the mailing of the Circular if any pre-condition is not satisfied or waived by Osisko at or before mailing the Circular;
(d): by either Osisko or Brett if the Expiry Date does not occur on or prior to the Outside Date, provided that the failure of the Expiry Date to so occur is not the result of the breach of a representation, warranty or covenant by the party terminating the Support Agreement;
(e): by Brett if (i) Osisko shall not have performed in all material respects any covenant to be performed by it under the Support Agreement, (ii) if any representation or warranty of Osisko that is qualified by materiality or the expression "Material Adverse Effect" is not true or correct or any other representation or warranty of Osisko not so qualified is not true and correct in all material respects (except to the extent such representations and warranties speak as of an earlier date which representations and warranties if not true and correct shall not have been true and correct as of that date), and in any case is not curable or, if curable, is not cured by the earlier of the date which is five Business Days from the date of written notice of such breach and the Expiry Time, provided however, any intentional breach shall be deemed to be not curable or (iii) if there has been a Material Adverse Change in respect of Osisko;
(f): by Osisko if (i) Brett shall not have performed in all material respects, any covenant to be performed by it under the Support Agreement or Brett shall have intentionally or knowingly breached, any non-solicitation or right to match covenant, (ii) Brett shall not have performed in all material respects any other covenant to be performed by it under the Support Agreement, (iii) any representation or warranty of Brett that is qualified by materiality or the expression "Material Adverse Effect" is not true or correct or any other representation or warranty of Brett not so qualified is not true and correct in all material respects (except to the extent such representations and warranties speak as of an earlier date which representations and warranties if not true and correct shall not have been true and correct as of that date), and in any case is not curable or, if curable, is not cured by the earlier of the date which is five Business Days from the date of written notice of such breach and the Expiry Time, provided however, that any intentional breach shall be deemed not to be curable;
(g): by Osisko if the Board of Directors shall have: (i) withdrawn, modified, changed or qualified its approval or recommendation of the Offer, (ii) approved or recommended or publicly proposes to approve or recommend an Alternative Transaction or entered into a binding written agreement in respect of an Alternative Transaction (other than a confidentiality agreement permitted regarding a Superior Proposal), or (iii) fails to publicly recommend or reaffirm its approval of the Offer within five Business Days of any written request by Osisko (or, in the event that the Offer shall be scheduled to expire within such five-Business Day period, prior to the scheduled expiry of the Offer);
(h): by Brett if (i) Osisko has not mailed the Circular by April 23, 2010; (ii) the Offer (or any amendment thereto other than as permitted hereunder or any amendment thereof that has been mutually agreed to by the parties) does not conform in all material respects with the conditions to the Offer or any amendment thereof that has been mutually agreed to by the parties and such non conformity is not cured within five Business Days; (iii) the Offer has been terminated, withdrawn or expires without the Common Shares being taken up thereunder or (iv) if Osisko has not taken up and paid for at least 50.1% of the issued and outstanding Common Shares by the Outside Date;
(i): by Brett in order to enter into a binding written agreement with respect to a Superior Proposal (other than a confidentiality agreement);

(j): by Osisko if the Minimum Condition is not satisfied or any other condition of the Offer shall not be satisfied or waived at the Expiry Time of the Offer (as such Expiry Time may be extended from time to time by Osisko in its sole discretion);
(k): by either Osisko or Brett, if the Offer terminates or expires at the Expiry Time without Osisko taking up and paying for any of the Common Shares as a result of the failure of any condition to the Offer to be satisfied or waived, unless the failure of such condition shall be due to the failure of the party seeking to terminate the Support Agreement to perform the obligations required to be performed by it under the Support Agreement;
(l): by Osisko, if the Termination Fee becomes payable; or
(m): by Brett, if the Termination Fee becomes payable and payment thereof has been made to Osisko,

in each case, prior to the Effective Time.

The Support Agreement provides that a Termination Fee shall be payable if:

(a)

Osisko shall have terminated the Support Agreement pursuant to (g) above then Brett shall pay to Osisko, within one Business Day of termination of the Support Agreement, the amount of the Termination Fee to an account designated by Osisko;

(b)

Brett shall have terminated the Support Agreement pursuant to (i) above then Brett shall pay Osisko the Termination Fee prior to or concurrently with entering into the definitive agreement relating to the Superior Proposal;

(c)

Osisko shall have terminated the Support Agreement pursuant to clause (i) of (f) above on the basis that Brett materially breached the non-solicitation or right to match covenants in the Support Agreement then Brett shall pay Osisko the Termination Fee within one Business Day of such termination;

(d)

on or after the date of the Support Agreement and prior to the Expiry Time, an Alternative Transaction is publicly announced or any person has publicly announced an intention to make an Alternative Transaction and such Alternative Transaction either:

(i)

has been accepted by the Board of Directors; or

(ii)

has not expired, been withdrawn or been publicly abandoned, and

I.: the Offer is not completed as a result of either (I) the Minimum Condition not having been met or (II) the sale not having been consummated by the Outside Date, and
II.: within twelve months of the termination of the Support Agreement any Person either (I) acquires, directly or indirectly, (A) more than 50% of the issued and outstanding Common Shares, or (B) more than a 50% interest in the Hammond Reef property or (II) enters into a binding commitment to do any of the foregoing;

in which case the Termination Fee shall be paid to Osisko by Brett on the earliest of the date that an Alternative Transaction is accepted by the Board of Directors or concurrently with such acquisition of such Common Shares or assets;

Brett will not be obligated to pay the Termination Fee to Osisko more than once even if one or more of the events specified occurs.

5. Benefits of and Reasons to Accept the Offer

Shareholders are urged to consider the following factors and benefits in making their decision whether to accept the Offer:

Significant Premium — The Offer represents a premium of approximately 56.1% over the March 16, 2010 closing price of the Common Shares on the TSXV of $1.98, based on a closing price of $9.09 per Osisko Common Share on the TSX on that same date, which was the last trading day for the Common Shares prior

to Osisko's announcement of its intention to make an Offer. The Offer also represents a premium of approximately 52.5% based on the volume weighted average prices of Osisko and Brett for the 20 trading days ended March 16, 2010 on the TSX and TSXV, respectively.

Fairness Opinions — The Brett Independent Committee and Board of Directors have received the Fairness Opinions, that as of the date of the Fairness Opinions and subject to the assumptions, limitations and explanations contained therein, the consideration to be received by the Shareholders pursuant to the Offer is fair, from a financial point of view, to the Shareholders of Brett, other than Osisko and its affiliates.

Unanimous Recommendation of the Board of Directors — The Board of Directors has unanimously approved and recommended that Shareholders accept the Offer.

Ability to Advance Hammond Reef to Production — Osisko has the ability both managerially and financially to advance the Hammond Reef gold deposit to production based on construction expertise gained from building its Canadian Malartic project and the associated cash flows once in production which is targeted for the second quarter of 2011.

Benefits of Combined Production — Osisko's acquisition of Brett would represent a key step towards Osisko becoming a mid-tier gold producer. Osisko forecasts that 2012 production from its Canadian Malartic project will be approximately 688,000 ounces of gold. Brett has a preliminary assessment that indicates potential average production from Hammond Reef of approximately 463,000 ounces of gold per year during years 1 to 6. The production estimates for Hammond Reef are preliminary in nature and have not been subject to a feasibility study. See "Statements Regarding Forward Looking Information".

Valuation Considerations — Osisko, if combined with Brett, may realize a valuation re-rating as a geographically diversified producer with 1 million ounce gold production potential as it develops its production profile based on the portfolio of properties held by Osisko and Brett.

Complementary Geopolitically Attractive Regions — The properties of both Osisko and Brett are in mining friendly and geopolitically stable regions of the world. Osisko's Canadian Malartic project is in the Province of Québec and Brett's Hammond Reef gold deposit is in the Province of Ontario.

Continued Exposure to Properties — Shareholders will continue to enjoy exposure to the upside potential of Brett's properties in particular as Hammond Reef is further explored and advanced towards production, together with exposure to Osisko's Canadian Malartic project which is targeted for production by the second quarter of 2011.

Experienced Management Team — Shareholders will benefit from the experience and track record of Osisko's management, which has a proven history of successful exploration, permitting, development, construction, and community relations expertise in Canada. Their skills and experience will be used to explore, develop and bring Hammond Reef into production.

Benefits of a Larger Asset Base — Shareholders will benefit from a larger asset base with expected production and cash flow generation by the second quarter of 2011. This may reduce the risk associated with an investment in Brett by improving the ability to finance the construction of Hammond Reef through cash flow reinvestment.

Enhanced Liquidity — The Osisko Common Shares are listed on the TSX and trade a significantly larger volume of shares per day than Brett and, upon completion of the Offer, will give the Shareholders greater trading liquidity and exposure to a larger shareholder base.

Support of Shareholders — All of the directors and officers of Brett have entered into Lock-Up Agreements pursuant to which they have agreed to deposit all Common Shares held by them, representing approximately 5.0% of the Common Shares, subject to the terms and conditions of such agreements, to the Offer. In addition, the Offer has the support of certain institutional and other shareholders of Brett who have agreed to tender their Common Shares to the Offer, which together represent approximately 16.5% of the issued and outstanding Common Shares.

6. Purpose of the Offer and Plans for Brett

The purpose of the Offer is to enable Osisko to acquire all of the Common Shares. If a sufficient number of Common Shares are validly deposited under the Offer and are taken up and paid for by Osisko, Osisko currently intends to carry out a Compulsory Acquisition or a Subsequent Acquisition Transaction to acquire all of the remaining Common Shares not deposited under the Offer. See also "Acquisition of Common Shares Not Deposited Under the Offer" in Section 20 of the Circular.

If within four months after the date of the Offer, the Offer has been accepted by Shareholders who, in the aggregate, hold not less than 90% of the issued and outstanding Common Shares as at the Expiry Time, other than Common Shares held at the date of the Offer by or on behalf of Osisko and its affiliates (as such term is defined in the BCBCA), and Osisko acquires or is bound to take up and pay for such deposited Common Shares under the Offer, Osisko may at its option acquire those Common Shares which remain outstanding held by those persons who did not accept the Offer pursuant to a Compulsory Acquisition. If a Compulsory Acquisition is not available, Osisko has agreed to pursue a Subsequent Acquisition Transaction, including by causing one or more special meetings of Shareholders to be called to consider an amalgamation, capital reorganization, share consolidation, statutory arrangement or other transaction involving Brett and Osisko or an affiliate of Osisko for the purpose of enabling Osisko or an affiliate of Osisko to acquire all Common Shares not acquired pursuant to the Offer. There is no assurance that such acquisitions will be completed, in particular if Osisko acquires less than 66²/3% of the outstanding Common Shares under the Offer.

If a Compulsory Acquisition or Subsequent Acquisition Transaction is unavailable, Osisko will evaluate its other alternatives. Such alternatives could include, to the extent permitted by applicable Laws, purchasing additional Common Shares in the open market, in privately negotiated transactions, in another take-over bid or otherwise, or selling or otherwise disposing of any or all of the Common Shares acquired under the Offer.

If the Offer is successful, Osisko intends to conduct a detailed review of Brett, including an evaluation of its business, assets, operations, policies, management, personnel and organizational and capital structure to determine what changes would be desirable in light of such review and the circumstances which then exist. If the Offer is successful, and Osisko acquires 100% of the Common Shares on a fully diluted basis, Osisko will consider its various options concerning Brett and its assets and properties, including the possibility of integrating the operations of Brett into the operations of Osisko if desirable in the circumstances having regard to a variety of factors following the completion of the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction. See "Benefits of and Reasons to Accept the Offer" in Section 4 of the Circular.

If permitted by applicable Laws, as soon as practicable following the completion of the Offer and any Compulsory Acquisition or Subsequent Acquisition Transaction, Osisko intends to apply to delist the Common Shares from the TSXV. In addition, if permitted by applicable Laws, Osisko intends to cause Brett to cease to be a reporting issuer under the securities Laws of each Province of Canada in which it is a reporting issuer. See "Effect of the Offer on the Market for and Listing of Common Shares and Status as a Reporting Issuer" in Section 18 of the Circular. See also "Acquisition of Common Shares Not Deposited Under the Offer" in Section 20 of the Circular.

7. Risks Relating to the Offer

As Shareholders will acquire Osisko Common Shares as part of the Offer Consideration, Shareholders should consider the risks and uncertainties associated with Osisko and the Offer, including without limitation those set out in this Section 7. Additional risks and uncertainties relating to Osisko are discussed or referred to in the Annual Information Form and the management's discussion and analyses for Osisko incorporated by reference herein and available on SEDAR at www.sedar.com. These risks may not be the only risks faced by Osisko. Risks and uncertainties not presently known by Osisko or which are presently considered immaterial may also adversely affect Osisko's business, results of operations and/or condition (financial or otherwise). Additional risks and uncertainties relating to Brett are discussed or referred to in the documents filed by Brett with the Canadian securities regulatory authorities and available on SEDAR at www.sedar.com.

Osisko Common Shares issued in connection with the Offer may have a market value lower than expected

Osisko is offering to purchase the Common Shares on the basis of 0.34 of an Osisko Common Share and $0.0001 in cash for each Common Share. Therefore, each Shareholder would be entitled to receive 0.34 of an Osisko Common Share as part of the consideration for each Common Share tendered, subject to adjustment for fractional shares. Because the exchange ratio will not be adjusted to reflect any changes in the market value of Osisko Common Shares, the market values of the Osisko Common Shares and the Common Shares at the time of the take up of Common Shares under the Offer may vary significantly from the values at the respective dates of Osisko's announcement of its intention to make an Offer and the Offer and Circular or the date that Shareholders tender their Common Shares. If the market price of the Osisko Common Shares declines, the value of the consideration received by Shareholders will decline as well. Variations may occur as a result of changes in, or market perceptions of changes in, the condition, business, operations or prospects of Osisko, market assessments of the likelihood that the Offer will be consummated, regulatory considerations, general market, social and economic conditions, changes in applicable Laws, political changes, commodity price changes and other factors over which Osisko has no control.

The issuance of a significant number of Osisko Common Shares could adversely affect the market price of Osisko Common Shares after the take up of Common Shares under the Offer

If all of the Common Shares are tendered to the Offer, a significant number of additional Osisko Common Shares will be available for trading in the public market. Moreover, the overall increase in the number of Osisko Common Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Osisko Common Shares. The perceived risk of substantial sales of Osisko Common Shares, as well as any actual sales of such Osisko Common Shares in the public market, could adversely affect the market price of the Osisko Common Shares.

The integration of Osisko and Brett may not occur as planned

The Offer has been made with the expectation that its successful completion will result in increased gold production and enhanced growth opportunities for the combined company. These anticipated benefits will depend in part on whether Osisko and Brett's operations can be integrated in an efficient and effective manner. Most operational and strategic decisions and certain staffing decisions with respect to the combined company have not yet been made. These decisions and the integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies, and special risks, including possible unanticipated liabilities, unanticipated costs, and the loss of key employees. The performance of Brett's operations after completion of the Offer could be adversely affected if the combined company cannot retain selected key employees to assist in the integration and operation of Brett and Osisko.

The acquisition of Brett might not be successfully completed without the possibility of Shareholders exercising dissent and appraisal rights in connection with a Compulsory Acquisition or Subsequent Acquisition Transaction

In order for Osisko to acquire all of the issued and outstanding Common Shares, it is likely to be necessary, following the completion of the Offer, for Osisko or an affiliate of Osisko to effect a Compulsory Acquisition or a Subsequent Acquisition Transaction. A Compulsory Acquisition or Subsequent Acquisition Transaction may result in Shareholders having the right to dissent and demand payment of the fair value of their Common Shares. If the statutory procedures governing dissent rights are available and are complied with, this right could lead to a judicial determination of the fair value required to be paid to such dissenting Shareholders for their Common Shares. There is no assurance that a Compulsory Acquisition or Subsequent Acquisition Transaction can be completed without Shareholders exercising dissent rights in respect of a substantial number of Common Shares.

Osisko has not verified the reliability of the information regarding Brett included in, or which may have been omitted from, the Offer and Circular

Except as otherwise indicated, Osisko has relied exclusively upon publicly available information and records on file of Brett in connection with the information provided herein. All historical information regarding Brett

contained in the Offer and Circular, including all Brett financial information and all pro forma financial information reflecting the pro forma effects of a combination of Brett and Osisko that are derived in part from Brett's financial information, has been derived from Brett's publicly available information. Any inaccuracy or material omission in Brett's publicly available information, including the information about or relating to Brett and its business, prospects, condition (financial and otherwise) and assets contained in the Offer and Circular, could result in unanticipated liabilities or expenses, increase the cost of integrating Brett into Osisko's operations or adversely affect the operational plans or prospects of Osisko or Brett following Osisko's proposed acquisition of Brett, or Osisko's business, assets, results of operations and condition (financial or otherwise) following such acquisition, if successful.

Following the completion of the Offer and prior to the completion of any Compulsory Acquisition or Subsequent Acquisition Transaction, the market and listing for Common Shares not deposited under the Offer may be adversely affected

The purchase of any Common Shares by Osisko under the Offer will reduce the number of Common Shares that might otherwise trade publicly, as well as the number of Shareholders and, depending on the number of Shareholders depositing and the number of Common Shares purchased under the Offer, successful completion of the Offer would likely adversely affect the liquidity and market value of the remaining Common Shares held by the public. After the purchase of the Common Shares under the Offer, it may be possible for Brett to take steps towards the elimination of any applicable public reporting requirements under applicable securities legislation in any Province of Canada or any other jurisdiction in which it has an insignificant number of Shareholders. See Section 18 of the Circular, "Effect of the Offer on the Market for and Listing of Common Shares and Status as a Reporting Issuer".

The rules and regulations of the TSXV establish certain criteria that, if not met, could lead to the delisting of the Common Shares from the TSXV. Among such criteria are the number of shareholders, the number of shares publicly held and the aggregate market value of the shares publicly held. Depending on the number of Common Shares purchased under the Offer, it is possible that the Common Shares would fail to meet the criteria for continued listing on the TSXV. If this were to happen, the Common Shares could be delisted and this could, in turn, adversely affect the market or result in a lack of an established market for the Common Shares. Additionally, to the extent permitted under applicable Laws and TSXV rules, Osisko intends to cause Brett to apply to delist the Common Shares from the TSXV as soon as practicable after the completion of the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction. If the Common Shares are delisted and Brett ceases to be a "public corporation" for the purposes of the Tax Act, the Common Shares would cease to be qualified investments for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans and tax-free savings accounts. Delisting can also have adverse tax consequences to Non-Resident Shareholders of the Common Shares.

Price and Volatility of Public Stock

The market price of securities of Osisko has experienced wide fluctuations that may not necessarily be related to the financial condition, operating performance, underlying asset values or prospects of Osisko. It may be anticipated that any market for Osisko Common Shares will be subject to market trends generally and the value of Osisko Common Shares on the TSX may be affected by such volatility.

The enforcement of shareholder rights by Shareholders resident in the United States may be adversely affected by the combination of Brett and Osisko

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that Osisko is incorporated under the laws of Canada, that Brett is incorporated under the laws of the Province of British Columbia, Canada, and that a majority of the officers and directors of Osisko and Brett are residents of Canada and that the Information Agent and the Depositary, as well as some or all of the experts named in this Offer and Circular, are residents of countries other than the United States, and that all or a substantial portion of the assets of Osisko and Brett and of the above mentioned persons may be located outside of the United States. Shareholders may not be able to sue Osisko, Brett, or their respective

officers or directors in a foreign court for violations of the US securities laws. It may be difficult to compel Osisko, Brett and their respective affiliates to subject themselves to a US court's judgment.

Osisko believes it has been a PFIC for U.S. federal income tax purposes in prior taxable years but this factual determination is made annually and could change in the future.

If Osisko were a passive foreign investment company ("PFIC") for U.S. federal income tax purposes, or if it were to became a PFIC in future taxable years, this could result in material adverse U.S. federal income tax consequences for a U.S. holder (as defined below under the heading "Certain U.S. Federal Income Tax Considerations") of Osisko Common Shares, including having gains realized on the sale of the Osisko Common Shares treated as ordinary income rather than as capital gains, and having potentially punitive interest charges apply to those gains as well as to certain other distributions made by Osisko. Further, in the event Osisko were to be or become a PFIC, certain non-corporate U.S. holders would not be eligible for the preferential tax rates on dividends paid by qualified foreign corporations, as discussed below under the heading "Certain U.S. Federal Income Tax Considerations". For a more detailed discussion of the consequences of Osisko being classified as a PFIC, including discussion of certain elections which, if available, could mitigate some of the adverse consequences described above, see below under the heading "Certain United States Federal Income Tax Considerations — Ownership of Osisko Common Shares Received in the Offer — Considerations Relating to Passive Foreign Investment Company Rules".

Additional Risk Factors

In assessing the Offer, Shareholders should also carefully review the risks and uncertainties described in Osisko's Annual Information Form and its management's discussion and analyses incorporated by reference herein and filed with certain Canadian securities regulatory authorities. In addition, Brett may be subject to risks and uncertainties that may or may not be applicable or material to Osisko at the present time, but that may apply to Osisko following its acquisition of Brett, if successful. Risk factors relating to Brett can be found in Brett's most recent annual information form and management's discussion and analysis filed with certain Canadian securities regulatory authorities and available on SEDAR at www.sedar.com.

8. Source of Offer Consideration

Osisko will issue the Offer Consideration to or for the account of Shareholders who tender their Common Shares under the Offer. Fractional Osisko Common Shares will not be issued. Where a Shareholder is entitled to receive Osisko Common Shares as consideration under the Offer and the aggregate number of Osisko Common Shares to be issued to such Shareholder would result in a fraction of an Osisko Common Share being issuable, the number of Osisko Common Shares to be received by or for the account of such Shareholder will be rounded down to the nearest whole number. Cash will not be paid in lieu of any fractional Osisko Common Shares in any circumstances whatsoever. Any cash consideration owing to a Shareholder pursuant to the Offer will be rounded up to the next whole cent.

In the event that all issued and outstanding Common Shares, including any Common Shares that may become issued and outstanding after the date of the Offer but prior to the Expiry Time upon the conversion, exchange or exercise of Convertible Securities, are tendered to the Offer and are taken up and paid for by the Offeror, the cash consideration payable to such tendering Shareholders would be approximately $12,000. The Offeror intends to pay for the Common Shares with cash on hand. The Offeror's obligation to purchase the Common Shares tendered to the Offer is not subject to any financing condition.

Osisko will pay certain expenses associated with the Offer including, without limitation, Osisko's legal fees, accounting fees, fees of other advisors, fees and expenses payable to the Information Agent, the Depositary, the TSX in connection with the additional listing of the Osisko Common Shares to be issued as consideration for Common Shares deposited under the Offer, regulatory filing fees and printing and mailing costs.

9. Summary Historical and Unaudited Pro Forma Consolidated Financial Information

The tables set out below include a summary of (i) Osisko's historical consolidated financial information as at and for the fiscal years ended December 31, 2009 and 2008 and (ii) unaudited pro forma consolidated financial information for Osisko as at and for the fiscal year ended December 31, 2009. The historical financial information of Osisko as at and for the fiscal years ended December 31, 2009 and 2008 has been derived from Osisko's audited consolidated financial statements, which is incorporated by reference herein and is available under Osisko's profile on SEDAR at www.sedar.com. The historical financial information for Brett as at and for the fiscal years ended August 31, 2009 and 2008 has been derived from Brett's audited financial statements, which can be found under the Brett profile on SEDAR at www.sedar.com. See note 1 of the unaudited pro forma consolidated financial statements attached as Schedule "A" hereto for information as to how the pro forma consolidated financial statements were derived.

The summary unaudited pro forma consolidated financial statement information set forth below should be read in conjunction with the unaudited pro forma consolidated financial statements of Osisko and the accompanying notes thereto attached as Schedule "A" to the Offer and Circular. The summary unaudited pro forma consolidated financial statement information for Osisko gives effect to the proposed acquisition of Brett as if such acquisition had occurred as at December 31, 2009 for the purposes of the pro forma consolidated balance sheet information and as at January 1, 2010 and January 1, 2009 for the purposes of the pro forma consolidated statements of operations and comprehensive loss for the fiscal year ended December 31, 2009. In preparing the unaudited pro forma consolidated financial statement information, management of Osisko has made certain assumptions that affect the amounts reported in the unaudited pro forma consolidated financial statement information. The summary unaudited pro forma consolidated financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the transaction contemplated by the Offer will differ from the pro forma information presented below. In preparing the unaudited pro forma consolidated financial statements a review was undertaken by management of Osisko to identify accounting policy differences where the impact was potentially material and could be reasonably estimated. Further accounting differences may be identified after consummation of the proposed acquisition, if successful. To the knowledge of Osisko, the significant accounting policies of Brett conform in all material respects to those of Osisko. Any potential synergies that may be realized after consummation of the transaction have been excluded from the unaudited pro forma consolidated financial statement information. The unaudited pro forma consolidated financial statement information set forth below is extracted from and should be read in conjunction with the unaudited pro forma consolidated financial statements of Osisko and accompanying notes included in Schedule "A" to the Offer and Circular.

Summary of Pro Forma Consolidated Financial Information for Osisko
(amounts expressed in thousands of dollars, except per share amounts)
(unaudited)

	For the year ended December 31, 2009

	$
Consolidated Statement of Operations and Comprehensive Loss
Expenses		25,004
Future income tax recovery		(2,840	)
Net loss for the year		(22,164	)
Net loss per share — Basic and Diluted		(0.07	)

	As at December 31, 2009

	$
Consolidated Balance Sheet
Cash and cash equivalents		724,343
Short-term investments		84,069
Restricted cash		26,894
Cash collateral investments		5,452
Other current assets		38,667
Investments		5,732
Mining assets		939,174

Total assets		1,824,331

Current liabilities		64,188
Long-term liabilities		276,141
Shareholders' Equity		1,484,002

Total liabilities and shareholders' equity		1,824,331

Number of common shares outstanding (thousands)		377,495

Summary of Consolidated Financial Information for Osisko
(amounts expressed in thousands of dollars, except per share amounts)

	For the year ended

	December 31, 2009			December 31, 2008
	$			$
Consolidated Statements of Operations and Comprehensive Income (Loss)
Expenses		22,770			3,013
Loss before income taxes		(22,770	)		(3,013	)
Future income tax recovery		(2,016	)		(4,476	)
Net income (loss) for the year		(20,754	)		1,463
Net income (loss) per share — Basic and Diluted		(0.08	)		0.01

	As at December 31, 2009		As at December 31, 2008

	$		$
Consolidated Balance Sheets
Assets		1,338,773		318,192
Liabilities		226,471		50,923
Shareholders' Equity		1,112,302		267,269

Summary of Consolidated Financial Information for Brett
(amounts expressed in thousands of dollars, except per share amounts)

	For the year ended

	August 31, 2009			August 31, 2008
	$			$
Consolidated Statements of Operations and Comprehensive Loss
Expenses		2,234			1,178
Loss before income taxes		(2,234	)		(1,178	)
Future income tax recovery		(824	)		—
Net loss for the year		(1,410	)		(1,178	)
Net loss per share — Basic and Diluted		(0.02	)		(0.03	)

	As at August 31, 2009		As at August 31, 2008

	$		$
Consolidated Balance Sheets
Assets		47,452		35,355
Liabilities		1,151		541
Shareholders' Equity		46,301		34,814

10. Certain Information Concerning Osisko and its Shares

Authorized and Outstanding Share Capital

The authorized share capital of Osisko consists of an unlimited number of Osisko Common Shares. As of April 9, 2010, there were 336,603,705 Osisko Common Shares issued and outstanding. As of April 9, 2010, stock options to acquire an additional 9,647,832 Osisko Common Shares and warrants to acquire an additional 8,100,000 Osisko Common Shares, were outstanding. Assuming the exercise of all of the outstanding stock options and warrants, the issued and outstanding Osisko Common Shares on a fully diluted basis would be, as of April 9, 2010, 354,351,537 Osisko Common Shares.

Holders of Osisko Common Shares are entitled to receive notice of any meetings of shareholders of Osisko, and to attend and to cast one vote per Osisko Common Share at all such meetings. Holders of Osisko Common Shares do not have cumulative voting rights with respect to the election of directors and, accordingly, holders of a majority of the Osisko Common Shares entitled to vote in any election of directors may elect all directors standing for election. Holders of Osisko Common Shares are entitled to receive on a pro rata basis such dividends on such Osisko Common Shares, if any, as and when declared by the board of directors of Osisko at its discretion from funds legally available therefore and, upon liquidation, dissolution or winding up of Osisko, are entitled to receive on a pro rata basis the net assets of Osisko after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Osisko Common Shares with respect to dividends or liquidation. The Osisko Common Shares do not carry any pre-emptive, subscription, redemption, retraction, surrender or conversion or exchange rights, nor do they contain any sinking or purchase fund provisions.

Details concerning the stock options of Osisko are set out in Osisko's Annual Information Form and its most recent management's discussion and analysis for the year ended December 31, 2009, each of which is incorporated by reference herein and is available under the Osisko profile on SEDAR at www.sedar.com.

The following table sets forth the number of currently outstanding Osisko Common Shares and the number expected to be outstanding upon completion of the Offer, based on certain assumptions as set out in the notes to the pro forma consolidated financial statements of Osisko attached as Schedule "A" hereto:

PRO FORMA OSISKO COMMON SHARES OUTSTANDING AND OWNERSHIP

	Number of Osisko Common Shares

	(in thousands)
Existing Osisko Common Shares (as of April 9, 2010)		336,604	89.17%
Osisko Common Shares to be Issued to Existing Brett Shareholders (as of April 9, 2010)		40,891	10.83%

Consolidated Capitalization

The following table sets forth Osisko's consolidated capitalization as at December 31, 2009, adjusted to give effect to any material changes (if any) in the share capital of Osisko since December 31, 2009 and further adjusted to give effect to the Offer. The table should be read in conjunction with the unaudited pro forma consolidated financial statements and notes attached hereto, the audited consolidated financial statements of Osisko for the years ended December 31, 2009 and 2008, including the notes thereto, and management's discussion and analysis thereof and the other financial information contained in or incorporated by reference in this Offer and Circular.

	As at December 31, 2009			As at December 31, 2009 After Giving Effect to the Offer

Osisko Common Shares and warrants	$	1,122,100		$	1,493,800
Contributed Surplus	$	24,272		$	24,272
Equity component of convertible debenture	$	11,036		$	11,036
Deficit	$	(45,106	)	$	(45,106	)
Total Capitalization	$	1,112,302		$	1,484,002

Distributions of Osisko Common Shares

Except as listed below, there have been no Osisko Common Shares and securities convertible into Osisko Common Shares issued by Osisko in the twelve-month period preceding the date of the Offer:

Date Issued

April 15, 2009	950	⁽³⁾	5.45
April 16, 2009	410,000	⁽³⁾	2.00
April 21, 2009	200,000	⁽¹⁾	5.20
April 27, 2009	450,000	⁽³⁾	2.00
April 27, 2009	2,400	⁽²⁾	3.125
April 28, 2009	33,333	⁽²⁾	2.20
April 29, 2009	325,000	⁽³⁾	2.00
May 1, 2009	35,000	⁽²⁾	3.125
May 4, 2009	164,719	⁽⁹⁾	5.72
May 5, 2009	185,000	⁽³⁾	2.00
May 7, 2009	727,050	⁽³⁾	2.00
May 8, 2009	2,180,000	⁽³⁾	2.00
May 8, 2009	5,000	⁽²⁾	2.20
May 11, 2009	6,700	⁽³⁾	2.00
May 13, 2009	200,000	⁽¹⁾	5.88
May 20, 2009	5,000	⁽²⁾	1.97
June 2, 2009	102,200	⁽²⁾	3.125
June 5, 2009	425	⁽³⁾	5.45
June 18, 2009	2,500	⁽²⁾	2.20
June 19, 2009	33,334	⁽²⁾	2.20
June 26, 2009	13,756	⁽⁴⁾	5.35
June 26, 2009	1,216,000	⁽⁵⁾	8.75
June 30, 2009	375,000	⁽¹⁾	6.72
July 2, 2009	14,765	⁽⁴⁾	6.87688
July 2, 2009	5,000	⁽²⁾	5.325
July 3, 2009	5,000	⁽²⁾	5.325
July 15, 2009	10,000	⁽²⁾	5.325
July 20, 2009	5,000	⁽²⁾	2.20
July 30, 2009	2,200	⁽³⁾	5.45
August 17, 2009	200,000	⁽²⁾	0.10
August 18, 2009	3,334	⁽²⁾	2.20
August 20, 2009	100,000	⁽²⁾	3.125
August 28, 2009	100	⁽³⁾	5.45
August 31, 2009	50	⁽³⁾	5.45
August 31, 2009	1	⁽³⁾	7.90
September 1, 2009	21,361,250	⁽⁶⁾	7.00
September 1, 2009	10,000	⁽²⁾	5.325
September 8, 2009	8,334	⁽²⁾	2.20
September 8, 2009	5,000	⁽²⁾	4.18
September 10, 2009	25,000	⁽²⁾	2.20
September 15, 2009	3,333	⁽²⁾	2.20
September 16, 2009	1,000	⁽²⁾	3.125
September 17, 2009	50,000	⁽²⁾	3.125
September 21, 2009	2,500	⁽²⁾	3.125
September 21, 2009	2,000	⁽²⁾	2.20

Date Issued	Number of Securities Issued

September 24, 2009		7,000,000	⁽⁷⁾	10.75
September 24, 2009		6,000	⁽³⁾	5.45
September 30, 2009		200,000	⁽²⁾	3.125
October 1, 2009		500,000	⁽²⁾	5.50
October 1, 2009		600,000	⁽²⁾	3.125
October 5, 2009		13,333	⁽²⁾	5.20
October 5, 2009		15,487	⁽⁴⁾	8.183
October 7, 2009		200,000	⁽²⁾	3.125
October 8, 2009		91,000	⁽³⁾	5.45
October 9, 2009		10,000	⁽²⁾	3.125
October 14, 2009		300,000	⁽²⁾	5.46
October 15, 2009		200,000	⁽²⁾	3.125
October 16, 2009		200,000	⁽²⁾	3.125
October 16, 2009		1,000	⁽³⁾	5.45
October 19, 2009		10,000	⁽²⁾	2.20
October 22, 2009		12,500	⁽³⁾	5.45
October 26, 2009		14,700	⁽²⁾	3.125
October 29, 2009		10,000	⁽²⁾	3.125
October 30, 2009		15,300	⁽²⁾	3.125
November 2, 2009		52,600	⁽²⁾	3.125
November 3, 2009		20,400	⁽²⁾	3.125
November 4, 2009		4,400	⁽²⁾	3.125
November 5, 2009		7,600	⁽²⁾	3.125
November 5, 2009		2,875,000	⁽¹⁾	7.80
November 9, 2009	$	75 million senior non- guaranteed debenture	⁽⁸⁾	9.18
November 9, 2009		80,000	⁽³⁾	5.45
November 13, 2009		600,000	⁽³⁾	5.45
November 15, 2009		5,015,489	⁽³⁾	7.90
November 16, 2009		13,333	⁽²⁾	2.20
November 16, 2009		1,018,200	⁽³⁾	5.45
November 17, 2009		42,453,831	⁽³⁾	5.45
November 18, 2009		10,000	⁽²⁾	2.20
November 19, 2009		11,000	⁽²⁾	5.88
November 25, 2009		5,000	⁽²⁾	4.18
November 25, 2009		250,000	⁽¹⁰⁾	8.30
December 9, 2009		25,000	⁽²⁾	4.18
December 17, 2009		7,500	⁽²⁾	5.325
December 18, 2009		2,500	⁽²⁾	5.325
December 18, 2009		335,290	⁽⁵⁾	11.30
December 21, 2009		10,000	⁽²⁾	2.20
December 22, 2009		5,000	⁽²⁾	4.18
December 31, 2009		103,784	⁽¹¹⁾	7.87
January 4, 2010		17,469	⁽⁴⁾	8.36
January 11, 2010		15,000	⁽²⁾	2.20
January 18, 2010		30,000	⁽²⁾	2.20
February 12, 2010		10,000	⁽²⁾	2.20
February 15, 2010		160,000	⁽¹⁾	8.70

Date Issued

February 17, 2010	5,000	⁽²⁾	2.20
March 2, 2010	10,000	⁽²⁾	2.20
March 4, 2010	33,334	⁽²⁾	2.20
March 8, 2010	23,334	⁽²⁾	2.20
March 19, 2010	5,000	⁽²⁾	4.18
March 31, 2009	167,476	⁽¹¹⁾	8.2817

Notes:

(1): Issuance of options.
(2): Issuance of common shares upon exercise of options.
(3): Issuance of common shares upon exercise of warrants.
(4): Issuance of common shares pursuant to Osisko's share purchase plan.
(5): Issuance of common shares pursuant to a private placement of flow-through common shares.
(6): Issued pursuant to a public offering of common shares.
(7): Issuance of Warrants, exercisable up to September 24, 2014 at price of $10.75.
(8): Senior non-guaranteed debenture convertible into Osisko Common Shares at a price of $9.18 and carrying an interest rate of 7.5%.
(9): Interest payment to Fonds de solidarité.
(10): Donation to McGill University.
(11): Interest payment to SGF Mines Inc.

Dividend and Dividend Policy

Payment of dividends by Osisko is contractually restricted by lending agreements. Osisko has not paid any dividends on its outstanding Osisko Common Shares since the date of its incorporation. The board of directors of Osisko, from time to time, on the basis of many factors, including Osisko's earnings, operating results, financial condition and anticipated cash needs may consider paying dividends in the future when its operational circumstances permit.

Price Range and Trading Volumes of the Osisko Common Shares

The Osisko Common Shares are listed and posted for trading on the TSX under the symbol "OSK". The following table sets forth, for the periods indicated, the reported monthly high and low daily trading prices and the aggregate volume of trading of the Osisko Common Shares on the TSX during the past twelve months:

Month	High		Low

	$		$
2009
April		6.10		4.91	35,171,864
May		7.22		5.43	31,994,899
June		7.55		6.25	35,310,867
July		7.15		6.14	24,477,953
August		7.70		6.77	54,035,957
September		9.24		6.88	71,850,547
October		8.34		6.90	34,745,819
November		8.55		7.01	71,638,566
December		9.06		7.80	32,886,391
2010
January		8.74		7.80	23,258,708
February		8.95		7.81	20,210,961
March		9.22		8.23	36,478,578
April 1 - 9		9.38		8.81	6,112,746

The Offer represents a premium of approximately 56.1% over the March 16, 2010 closing price of the Common Shares on the TSXV of $1.98, based on a closing price of $9.09 per Osisko Common Share on the TSX on that same date, which was the last trading day for the Common Share prior to Osisko's announcement of its intention to make an Offer. The Offer also represents a premium of approximately 52.5% based on the volume weighted average prices of Osisko and Brett for the 20 trading days ended March 16, 2010 on the TSX and TSXV, respectively.

11. Documents Incorporated by Reference

The following documents of Osisko, filed with the various securities commissions or similar regulatory authorities in certain of the Provinces of Canada, are specifically incorporated by reference into and form an integral part of the Offer and Circular:

(a): the Annual Information Form for the fiscal year ended December 31, 2009 dated March 30, 2010;
(b): the management information circular of Osisko dated May 21, 2009 prepared in connection with the annual meeting of shareholders of Osisko held on June 30, 2009;
(c): the audited consolidated financial statements of Osisko and the notes thereto as at December 31, 2009 and 2008 and for each of the fiscal years ended December 31, 2009 and 2008, together with the report of the auditors thereon, and management's discussion and analysis relating thereto;
(d): the material change report of Osisko dated March 26, 2010 regarding Osisko's announcement of its intention to make the Offer for Brett; and
(e): the material change report of Osisko dated March 30, 2010 regarding Osisko's announcement of an updated reserve and resource at the Canadian Malartic project.

Information has been incorporated by reference in the Offer and Circular from documents filed with certain securities commissions or similar regulatory authorities in Canada. Copies of these documents may be obtained on request without charge from the Corporate Secretary of Osisko at 1100 De La Gauchetière Ouest, Bureau 300, C.P. 211, Montréal, Québec H3B 2S2, Telephone: (514) 735-7131 or may be obtained under the Osisko profile on SEDAR at www.sedar.com.

All material change reports (excluding confidential reports), financial statements (including any report of the auditor, where applicable), management's discussion and analysis, annual information forms, information circulars and business acquisition reports filed by Osisko with securities commissions or similar regulatory authorities in the Provinces of Canada after the date of the Circular and before the Expiry Time shall be deemed to be incorporated by reference into the Offer and Circular. Other than the announcement of the Offer, Osisko is not aware of any information that indicates any material change in the affairs of Osisko since the date of the last published financial statements of Osisko.

Any statement contained in the Offer and Circular or a document incorporated or deemed to be incorporated by reference in the Offer and Circular shall be deemed to be modified or superseded for purposes of the Offer and Circular to the extent that a statement contained in the Offer and Circular or in any other subsequently filed document that also is or is deemed to be incorporated by reference in the Offer and Circular modifies or supersedes such statement. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Any

statement so modified or superseded shall not be deemed to constitute a part of the Offer and Circular, except as so modified or superseded.

Information contained in or otherwise accessed through Osisko's website, www.osisko.com, or any other website does not form part of the Offer and Circular (other than information incorporated by reference herein). All such references to Osisko's website are inactive textual references only.

12. Ownership of and Trading in Shares of Brett

None of Osisko or any of its directors or officers or, to the knowledge of Osisko after reasonable enquiry: (a) any associate or affiliate of such directors or officers, (b) any other insider of Osisko and any associate or affiliate of such person, or (c) any associate, affiliate or person or company acting jointly or in concert with Osisko, beneficially owns, directly or indirectly, or exercises control or direction over any of the securities of Brett.

To the knowledge of Osisko, no person beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights associated with the issued and outstanding Common Shares, other than the following:

Name of Shareholder		Type of Ownership or Control		Number of Common Shares Held			% of the Outstanding Common Shares

Kinross Gold Corporation		Direct Ownership			17,095,313			15.95%

To the knowledge of Osisko based on insider reports publicly filed by directors and officers of Brett on SEDI, as of April 9, 2010 the directors and officers of Brett and its subsidiaries as a group, beneficially owned, directly or indirectly, or exercised control or direction over approximately 5,275,833 Common Shares, representing approximately 5.0% of the outstanding Common Shares.

During the six month period preceding the date of the Offer, no Common Shares have been traded by Osisko or any of its directors or officers, or, to the knowledge of Osisko and Osisko's directors and officers after reasonable inquiry: (a) any associate or affiliate of a director or officer of Osisko; (b) any other insider of Osisko and any associate or affiliate of such person; or (c) any associate, affiliate or person or company acting jointly or in concert with Osisko.

13. Commitments to Acquire Shares of Brett

Except pursuant to the Offer and the Lock-Up Agreements, neither Osisko nor any of its directors or officers or, to the knowledge of Osisko, after reasonable enquiry, any associate or affiliate of any such director or officer, any other insider of Osisko and any associate or affiliate of such person, or any person or company acting jointly or in concert with Osisko or its associates or affiliates, has entered into any commitments to acquire any securities of Brett, except as otherwise disclosed in the Offer and Circular.

14. Arrangements, Agreements or Understandings

Except for the Lock-Up Agreements (described above under Section 4 of the Circular, "Agreements Relating to the Offer — Lock-Up Agreements") or as otherwise disclosed in the Offer and Circular, there are (a) no agreements, commitments or understandings made or proposed to be made between Osisko and any of the directors or officers of Brett; and (b) no agreements, commitments or understandings, formal or informal, between Osisko and any securityholder of Brett with respect to the Offer, or between Osisko and Brett or between Osisko and any other person or company with respect to any securities of Brett in relation to the Offer.

15. Benefits from the Offer

To the knowledge of Osisko, there are no direct or indirect benefits of accepting or refusing to accept the Offer, that will accrue to any director or officer of Brett, to any associate or affiliate of a director or officer of Brett or to the knowledge of Osisko, after reasonable enquiry, to any associate or affiliate of Brett, any person or company holding more than 10% of any class of equity securities of Brett or its associates or affiliates, to any

other insider of Brett or its associates or affiliates, or to any person or company acting "jointly or in concert" with Brett, other than those that will accrue to Shareholders generally, other than as set out above under Section 14 "Arrangements, Agreements or Understandings" of the Circular. Certain Options that are exercisable for Common Shares that are not currently exercisable for Common Shares may become exercisable for Common Shares upon the completion of the Offer and certain officers or employees of Brett may be entitled to additional compensation or benefits under employment or management contracts in connection with the completion of the Offer.

16. Material Changes and Other Information Concerning Brett

Osisko has no information that indicates that any material change in the affairs of Brett has occurred since the date of the last published financial statements of Brett, other than the making of this Offer by Osisko and such other material changes as have been publicly disclosed by Brett. Osisko has no knowledge of any material fact concerning securities of Brett that has not been generally disclosed by Brett or any other matter that has not previously been generally disclosed but which would reasonably be expected to affect the decision of Shareholders to accept or reject the Offer.

17. Certain Information Concerning Brett and its Shares

Authorized and Outstanding Capital

Based on publicly available information, the authorized share capital of Brett is comprised of an unlimited number of Common Shares. As of April 5, 2010, there were 107,200,539 Common Shares issued and outstanding,

Osisko understands that as at April 5, 2010, based on publicly available information, Brett had Options outstanding which, if exercised on that date, would give rise to the issuance of 7,891,501 Common Shares and Warrants outstanding which, if exercised on that date, would give rise to the issuance of 5,175,855 Common Shares.

Dividends and Dividend Policy

Based solely on publicly available information, Brett has never declared or paid any dividends since the date of its incorporation. According to publicly available information, there are no restrictions that could prevent Brett from paying dividends. Dividends, if any, are payable to holders of Common Shares out of profits and surplus available for dividends, on declaration by the Board of Directors from time to time.

Price Range and Trading Volumes of the Common Shares

The Common Shares are listed and posted for trading on the TSXV under the symbol "BBR". The following table sets forth, for the periods indicated, the reported monthly high and low daily trading prices and the aggregate volume of trading of the Common Shares on the TSXV during the past twelve months:

Month	High		Low

	$		$
2009
October		1.31		1.02	4,963,900
November		1.79		1.08	7,488,433
December		1.90		1.58	5,472,476
2010
January		2.40		1.85	6,981,818
February		2.16		1.80	5,772,313
March		3.02		1.85	35,635,019
April 1 - 9		3.18		2.95	2,391,007

on that same date, which was the last trading day for the Common Shares prior to Osisko's announcement of its intention to make an Offer. The Offer also represents a premium of approximately 52.5% based on the volume weighted average prices of Osisko and Brett for the 20 trading days ended March 16, 2010 on the TSX and TSXV, respectively.

18. Effect of the Offer on the Market for and Listing of Common Shares and Status as a Reporting Issuer

The purchase of Common Shares by Osisko under the Offer will reduce the number of Common Shares that might otherwise trade publicly and may reduce the number of holders of Common Shares and, depending on the number of Common Shares purchased by Osisko under the Offer, could adversely affect the liquidity and market value of the remaining Common Shares held by the public.

The rules and regulations of the TSXV establish certain criteria that, if not met, could, upon successful completion of the Offer, lead to the delisting of Common Shares from the TSXV. Among such criteria are the number of Shareholders, the number of Common Shares publicly held and the aggregate market value of the Common Shares publicly held. Depending upon the number of Common Shares purchased under the Offer, it is possible the Common Shares would fail to meet the criteria for continued listing on the TSXV. If this were to happen, the Common Shares could be delisted on the TSXV and this could, in turn, adversely affect the market or result in a lack of an established market for the Common Shares. If the Common Shares are delisted from the TSXV, the extent of the public market for the Common Shares and the availability of price or other quotations would depend upon the number of Shareholders, the number of Common Shares publicly held and the aggregate market value of the Common Shares remaining at such time, the interest in maintaining a market in Common Shares on the part of securities firms, whether Brett remains subject to public reporting requirements in Canada and other factors. If permitted by applicable Laws, Osisko intends to cause Brett to apply to delist the Common Shares from the TSXV as soon as practicable after completion of the Offer and any Compulsory Acquisition or any Subsequent Acquisition Transaction.

After the purchase of the Common Shares under the Offer and any Compulsory Acquisition or any Subsequent Acquisition Transaction, Brett may cease to be subject to the public reporting and proxy solicitation requirements and the securities Laws of certain Provinces of Canada. Furthermore, it may be possible for Brett to request the elimination of the public reporting requirements of any Province or jurisdiction where a small number of Shareholders reside. In addition, Osisko intends to cause Brett to seek to obtain relief from its continuous disclosure obligations under applicable securities Laws pending the completion of any Compulsory Acquisition or any Subsequent Acquisition Transaction. If permitted by applicable Laws, subsequent to the completion of the Offer and any Compulsory Acquisition or any Subsequent Acquisition Transaction, Osisko intends to cause Brett to cease to be a reporting issuer under the securities Laws of each Province of Canada in which it is a reporting issuer and to cease to have public reporting obligations in any other jurisdiction where it may have such obligations.

19. Regulatory Matters

Except as discussed below, to the knowledge of Osisko, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Osisko for the consummation of the transactions contemplated by the Offer, except for such authorizations, consents, approvals and filings the failure to obtain or make which would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by the Offer. In the event that Osisko becomes aware of other requirements, it will make reasonable commercial efforts to obtain such approval at or prior to the Expiry Time, as such time may be extended.

Competition Laws

Based upon an examination of publicly available information relating to the business of Brett, Osisko does not expect the Offer, the Compulsory Acquisition or the Subsequent Acquisition Transaction, as applicable, to give rise to material competition/antitrust concerns in any jurisdiction. However, Osisko cannot be assured that no such concerns will arise.

Canadian Securities Laws

The distribution of the Osisko Common Shares under the Offer is being made pursuant to statutory exemptions from the prospectus and dealer registration requirements under applicable Canadian securities Laws. While the resale of Osisko Common Shares issued under the Offer is subject to restrictions under the securities Laws of certain Canadian Provinces and Territories, Shareholders in such Provinces and Territories generally will be able to rely on statutory exemptions from such restrictions.

Information for United States Shareholders

The Offer and Circular have been prepared in accordance with Canadian disclosure requirements, which differ from those in the United States. The financial statements and other financial information incorporated by reference herein have been prepared in accordance with Canadian generally accepted accounting principles that are subject to Canadian auditing and auditor independent standards and thus may not be comparable to financial statements and other financial information of United States companies. Information regarding minerals described or incorporated by reference in the Offer and Circular have been prepared in accordance with Canadian requirements, which differ significantly from those of the SEC. Minerals described or incorporated by reference in the Offer and Circular may be classified as "indicated resources" and "inferred resources" under NI 43-101. While such terms are recognized and required by Canadian regulations, the SEC does not recognize them. "Inferred resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource as defined under NI 43-101 will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves nor that part or all of an inferred resource exists, or is economically or legally minable.

A registration statement on Form F-8 has been filed with the SEC registering the Osisko Common Shares in connection with their offer and sale to Shareholders pursuant to the Offer as required by the U.S. Securities Act. The resale of Osisko Common Shares by persons that are not affiliates (as defined in Rule 144 under the U.S. Securities Act) of Osisko will not be required to be registered in the United States. However, Osisko Common Shares acquired by affiliates (as defined in Rule 144 under the U.S. Securities Act) of Osisko may be resold only in a transaction registered under the U.S. Securities Act, or in accordance with the requirements of Rule 144 or another exemption from the registration requirements of the U.S. Securities Act, or in an offshore transaction not subject to those requirements.

This document does not constitute a registration statement covering resales of securities by persons who are otherwise restricted from selling their shares under the U.S. Securities Act.

The Offer is being made in compliance with applicable Canadian and U.S. rules governing take-over bids and tender offers, respectively, or applicable exemptions therefrom. Pursuant to Section V.D. of the Form F-8 instructions, Osisko is exempt from having to file a Tender Offer Statement on Schedule TO to comply with the requirements of the U.S. Exchange Act.

United States holders of Common Shares are urged to consult their legal advisers to determine the extent of all applicable resale provisions.

20. Acquisition of Common Shares Not Deposited Under the Offer

It is Osisko's current intention that if it takes up and pays for Common Shares deposited pursuant to the Offer, it will enter into one or more transactions to enable Osisko or an affiliate of Osisko to acquire all remaining Common Shares not acquired pursuant to the Offer. There is no assurance that such transaction will be completed, in particular if Osisko acquires less than 66²/3% of the outstanding Common Shares under the Offer.

Compulsory Acquisition of Common Shares

If, within four months after the date of the Offer, the Offer is accepted by holders of not less than 90% of the outstanding Common Shares, other than any Common Shares held at the date of the Offer by or on behalf of the Offeror or an affiliate or associate of the Offeror, as at the Expiry Time, the Offeror shall, to the extent possible, acquire (a "Compulsory Acquisition") the remainder of the Common Shares from those Shareholders who have not accepted the Offer (the "Dissenting Shareholders") pursuant to Section 300 of the Business Corporations Act (British Columbia).

To exercise such statutory right, Osisko must send notice (the "Offeror's Notice") to each Dissenting Shareholder of such proposed acquisition within five months after the date of the Offer. If the Offeror's Notice is sent to a Dissenting Shareholder, Osisko is entitled and bound to acquire all of the Common Shares of that Dissenting Shareholder for the same consideration and on the same terms contained in the Offer unless the Supreme Court of the Province of British Columbia orders otherwise on an application made by the Dissenting Shareholder within two months after the date of the Offeror's Notice. Pursuant to any such application, the Court may fix the price and terms of payment for the Common Shares held by the Dissenting Shareholder and make such orders as the Court considers appropriate.

If an Offeror's Notice is sent, Osisko must (i) if the Supreme Court has not made any order, no earlier than two months after the date of the Offeror's Notice, or (ii) if an application to the Court by the Dissenting Shareholder is pending, at any time after the application has been disposed of, send a copy of the Offeror's Notice to Brett and pay or transfer to Brett the amount or other consideration that Osisko would have had to pay or transfer to the Dissenting Shareholder for the Dissenting Shareholder's Common Shares. Any such amount or other consideration received by Brett for the Common Shares shall be held by Brett in trust for the Dissenting Shareholders and any amount shall be paid into a separate account at a bank or other savings institution and any other consideration so received must be held by Brett or placed by Brett in the custody of a trustee approved by the Court. On receiving the copy of the Offeror's Notice and the amount or other consideration representing the price payable for the Common Shares referred to in the Offeror's Notice, Brett will be required to register Osisko as a Shareholder with respect to those Common Shares subject to the Offeror's Notice.

If an Offeror's Notice is not sent by Osisko within one month of being entitled to do so, Osisko must send a notice to each Dissenting Shareholder stating that the Dissenting Shareholder, within three months of receiving such notice, may require Osisko to acquire the Dissenting Shareholder's Common Shares on the same terms and for the same consideration as the Common Shares acquired under the Offer.

The foregoing is a summary only of the statutory right of Compulsory Acquisition which may become available to Osisko and is qualified in its entirety by the provisions of Section 300 of the BCBCA. See Section 300 of the BCBCA for the full text of the relevant statutory provisions. Section 300 of the BCBCA is complex and may require strict adherence to notice and timing provisions, failing which such rights may be lost or altered. Shareholders who wish to be better informed about those provisions of the BCBCA should consult their legal advisors.

Subsequent Acquisition Transaction

If Osisko takes up and pays for Common Shares validly deposited under the Offer and a Compulsory Acquisition is not available, Osisko has agreed to use its best commercial efforts to pursue other means of acquiring the remaining Common Shares not tendered to the Offer whether by amalgamation, statutory arrangement, amendement to Brett's notice of articles, share consolidation, capital reorganization or other transaction involving Brett and Osisko and/or one or more affiliates of Osisko (a "Subsequent Acquisition Transaction"). The timing and details of any such transaction will necessarily depend on a variety of factors, including the number of Common Shares acquired under the Offer. The consideration to be paid to Shareholders pursuant to any Subsequent Acquisition Transaction would be equal in amount to and in the same form as that payable under the Offer.

Provided that Osisko owns at least 66²/3% of the outstanding Common Shares on a fully diluted basis and sufficient votes are cast by "minority" holders to constitute a majority of the "minority" on a fully diluted basis pursuant to MI 61-101, as discussed below, Osisko should own sufficient Common Shares to be able to effect such a Subsequent Acquisition Transaction.

A Subsequent Acquisition Transaction may constitute a "business combination" within the meaning of MI 61-101 if such Subsequent Acquisition Transaction would result in the interest of a holder of Common Shares being terminated without the consent of the holder, irrespective of the nature of the consideration provided in substitution therefore. The methods of acquiring the remaining outstanding Common Shares may also be "related party transactions" within the meaning of MI 61-101, although MI 61-101 also provides an exemption from related party transaction requirements where the transaction is also a business combination. Osisko expects that any Subsequent Acquisition Transaction relating to Common Shares will be a "business combination" under MI 61-101.

MI 61-101 provides that, unless exempted, an issuer proposing to carry out a business combination is required to prepare a formal valuation of the affected securities (and, subject to certain exceptions, any non-cash consideration being offered therefore) and provide to the holders of the affected securities a summary of such valuation. In connection with any Subsequent Acquisition Transaction, Osisko intends to rely on the exemptions contained in Section 4.4(1)(d) of MI 61-101 (or, if such exemption is not available, to seek waivers pursuant to MI 61-101 exempting Brett and Osisko or one or more of its affiliates, as appropriate), in that:

(a): the business combination in respect of Brett will be effected by Osisko or an affiliate of Osisko following the formal bid constituted by Osisko and will be in respect of the Common Shares that are the subject of the Offer and that were not acquired in the Offer;
(b): the business combination will be completed no later than 120 days after the Expiry Date;
(c): the consideration per Common Share paid by Osisko in the business combination will be at least equal in value to and in the same form as the consideration per Common Share paid under the Offer;
(d): the intent of Osisko to effect a Compulsory Acquisition or Subsequent Acquisition Transaction is disclosed in the Circular; and
(e): the Circular discloses that the expected tax consequences of the bid and the business combination may be different and discloses the reasonably foreseeable tax consequences of a Compulsory Acquisition and certain foreseeable types of business combination transactions.

See Section 21 of the Circular, "Certain Canadian Federal Income Tax Considerations", and Section 22 of the Circular, "Certain United States Federal Income Tax Considerations".

The approval of at least 66²/3% of the votes cast by holders of the outstanding Common Shares at a meeting duly called and held will be required to approve a Subsequent Acquisition Transaction. MI 61-101 requires that, in addition to any other required securityholder approval, in order to complete a business combination (such as a Subsequent Acquisition Transaction), the approval of a majority of the votes cast by "minority" holders of the Common Shares must be obtained at a meeting held for such purpose unless an exemption is available or discretionary relief is granted by the applicable securities regulatory authorities. If, however, following the Offer, Osisko and its affiliates are the registered holders of 90% or more of the Common Shares at the time the Subsequent Acquisition Transaction is initiated, the requirement for minority approval would not apply to the transaction if an enforceable appraisal right or substantially equivalent right is made available to minority shareholders.

In relation to the Offer and any subsequent business combination, the "minority" shareholders will be, unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities, all Shareholders other than (a) Osisko (other than in respect of Common Shares acquired pursuant to the Offer as described below), (b) any "interested party" (within the meaning of MI 61-101), (c) certain "related parties" of Osisko or of any other "interested party" (in each case within the meaning of MI 61-101) including any director or senior officer of Osisko, affiliate or insider of Osisko or any of their directors or senior officers and (d) any "joint actor" (within the meaning of MI 61-101) with any of the foregoing persons. However, MI 61-101 also provides that Osisko may treat Common Shares acquired under the Offer as "minority" Common Shares and vote them, or consider them voted, in favour of such business combination if, among other things: (a) the business combination is completed no later than 120 days after the Expiry Time; (b) the consideration per security in the business combination is at least equal in value to and in the same form as the consideration paid under the Offer (and for these purposes, if Shareholders will receive securities that are redeemed for cash within seven days of their issuance in consideration for their Common Shares in the business

combination, the cash proceeds of the redemption, rather than the redeemed securities, are deemed to be the consideration received in the business combination); and (c) the Shareholder who tendered such Common Shares to the Offer was not (i) a "joint actor" (within the meaning of Ml 61-101) with Osisko in respect of the Offer, (ii) a direct or indirect party to any "connected transaction" (within the meaning of MI 61-101) to the Offer, or (iii) entitled to receive, directly or indirectly, in connection with the Offer, a "collateral benefit" (within the meaning of MI 61-101) or consideration per Common Share that is not identical in amount and form to the entitlement of the general body of holders in Canada of Common Shares.

Osisko currently intends that the consideration offered for Common Shares under any Subsequent Acquisition Transaction proposed by it would be equal in value to, and in the same form as, the consideration paid to Shareholders under the Offer, that such Subsequent Acquisition Transaction will be completed no later than 120 days after the Expiry Time and believes that the required disclosure has been included in this Circular. Accordingly, Osisko intends to cause Common Shares acquired under the Offer to be voted in favour of any such transaction and to be counted as part of any minority approval required in connection with any such transaction.

At the date hereof, to the best of the Offeror's knowledge after reasonable enquiry, the only Common Shares that would be required to be excluded in determining whether minority approval has been obtained are 426,335 Common Shares currently owned by Patrick Soares. To the knowledge of the Offeror, a change of control payment will be received by Patrick Soares as a result of the Contemplated Transactions and such payment may constitute a "collateral benefit" within the meaning of MI 61-101 resulting in the exclusion of his 426,335 Common Shares as part of any minority approval required in connection with any Subsequent Acquisition Transaction.

In addition, under MI 61-101, if following the Offer, Osisko and its affiliates are the beneficial owners of 90% or more of the Common Shares at the time the Subsequent Acquisition Transaction is initiated, the requirement for minority approval would not apply to the transaction if an enforceable appraisal right or substantially equivalent right is made available to minority Shareholders.

Any such Subsequent Acquisition Transaction may also result in Shareholders having the right to dissent in respect thereof and demand payment of the fair value of their Common Shares. If the relevant dissent procedures are complied with, this right could lead to a judicial determination of the fair value required to be paid to such dissenting Shareholders for their Common Shares. The fair value of Common Shares so determined could be more or less than the amount paid per Common Share under the Subsequent Acquisition Transaction or the Offer.

The timing and details of any Compulsory Acquisition or Subsequent Acquisition Transaction involving Brett will necessarily depend on a variety of factors, including the number of Common Shares acquired under the Offer. Although Osisko currently intends to propose a Compulsory Acquisition or a Subsequent Acquisition Transaction on the same terms as the Offer, it is possible that, as a result of the number of Common Shares acquired under the Offer, delays in Osisko's ability to effect such a transaction, information hereafter obtained by Osisko, changes in general economic, industry, political, social, regulatory or market conditions or in the business or prospects of Brett or its assets, properties, results of operations or condition (financial or otherwise), or other currently unforeseen circumstances, such a transaction may not be so proposed or may be delayed or abandoned. Osisko expressly reserves the right to propose other means of acquiring, directly or indirectly, all of the outstanding Common Shares in accordance with applicable Laws, including a Subsequent Acquisition Transaction on terms not described in the Circular.

If Osisko is unable to or decides not to effect a Compulsory Acquisition or propose a Subsequent Acquisition Transaction, or proposes a Subsequent Acquisition Transaction but cannot obtain any required approvals promptly, Osisko will evaluate its other alternatives. Such alternatives could include, to the extent permitted by applicable Laws, purchasing additional Common Shares in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, or from Brett, or taking no actions to acquire additional Common Shares. Subject to applicable Laws, any additional purchases of Common Shares could be at a price greater than, equal to, or less than the price to be paid for Common Shares under the Offer and could be for cash, securities and/or other consideration. Alternatively, Osisko may take no action to acquire additional Common Shares, or may even sell or otherwise dispose of any or all Common Shares acquired under

the Offer, on terms and at prices then determined by Osisko, which may vary from the price paid for Common Shares under the Offer See Section 13 of the Offer, "Market Purchases".

The tax consequences to a Shareholder of a Subsequent Acquisition Transaction may differ from the tax consequences to such Shareholder of accepting the Offer. See Section 21 of the Circular, "Certain Canadian Federal Income Tax Considerations", and Section 22 of the Circular, "Certain United States Federal Income Tax Considerations".

Shareholders should consult their legal advisors for a determination of their legal rights with respect to a Subsequent Acquisition Transaction.

Judicial Developments

On February 1, 2008, MI 61-101 came into force in the Provinces of Ontario and Québec, introducing harmonized requirements for enhanced disclosure, independent valuations and minority securityholder approval for specified types of transactions. See "Subsequent Acquisition Transaction" above.

Certain judicial decisions may be considered relevant to any business combination that may be proposed or effected subsequent to the expiry of the Offer. Canadian courts have, in a few instances, granted preliminary injunctions to prohibit transactions involving business combinations. The current trend in both legislation and Canadian jurisprudence is toward permitting business combinations to proceed, subject to evidence of procedural and substantive fairness in the treatment of minority shareholders.

Shareholders should consult their legal advisors for a determination of their legal rights with respect to any transaction that may constitute a business combination.

21. Certain Canadian Federal Income Tax Considerations

In the opinion of Fraser Milner Casgrain LLP, counsel to Osisko, the following summary describes the principal Canadian federal income tax considerations generally applicable to a Shareholder who disposes of Common Shares pursuant to this Offer or otherwise disposes of Common Shares pursuant to certain transactions described under Section 20 of this Circular, "Acquisition of Common Shares Not Deposited Under the Offer".

This summary is based on the current provisions of the Tax Act, the regulations thereunder in force as of the date hereof, all specific proposals to amend the Tax Act and the regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and counsel's understanding of the current administrative practices and assessing policies of the Canada Revenue Agency ("CRA") published prior to the date hereof. No assurance can be given that the Proposed Amendments will be enacted in their current form, or at all. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by legislative, governmental, regulatory, or judicial action or decision, or changes in the administrative practices of the CRA, nor does it take into account provincial, territorial or foreign income tax considerations, which may differ from the Canadian federal income tax considerations discussed below.

This summary is not applicable to a Shareholder that is a "financial institution" as defined in the Tax Act for the purposes of the "mark-to-market property" rules or a "specified financial institution" as defined in the Tax Act, nor does it apply to a Shareholder an interest in which is, or whose Common Shares are, a "tax shelter investment" as defined in the Tax Act or to a Shareholder to whom the "functional currency" reporting rules in Section 261 of the Tax Act apply. In addition, this summary does not address all issues relevant to Shareholders who acquired Common Shares on the exercise of an employee stock option. Such Shareholders should consult their own tax advisors.

This summary assumes that any person that held or holds at any time Convertible Securities or other rights to acquire Common Shares will have exercised them and acquired Common Shares. Accordingly, this summary does not address persons who hold such Convertible Securities or other rights, who should consult their own tax advisors for advice regarding the income tax consequences to them of the expiry or exercise thereof, of the continued holding thereof, or replacement thereof, after the Expiry Time and of the acquisition, holding and disposing of Common Shares or any other securities acquired on exercise thereof, which may differ materially from the discussion about income tax considerations set forth in this summary.

THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS, AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR SHAREHOLDER AND NO REPRESENTATIONS WITH RESPECT TO THE TAX CONSEQUENCES TO ANY PARTICULAR SHAREHOLDER ARE MADE. THIS SUMMARY IS NOT EXHAUSTIVE OF ALL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS. ACCORDINGLY, SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS HAVING REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES.

Shareholders Resident in Canada

This portion of the summary is generally applicable to a Shareholder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty, is, or is deemed to be, resident in Canada, deals at arm's length with Osisko and Brett, is not affiliated with Osisko or Brett, and holds Common Shares as capital property (a "Resident Shareholder"). Common Shares will generally be considered to be capital property to a Resident Shareholder unless the Resident Shareholder holds such Common Shares in the course of carrying on a business, or the Resident Shareholder has acquired them in a transaction or transactions considered to be an adventure or concern in the nature of trade. Certain Resident Shareholders whose Common Shares might not otherwise qualify as capital property may, in certain circumstances, be entitled to make an irrevocable election under subsection 39(4) of the Tax Act to have their Common Shares and all other "Canadian securities", as defined in the Tax Act, owned by such Resident Shareholder in the taxation year in which such election is made, and in all subsequent taxation years, deemed to be capital property.

Resident Shareholders Who Accept the Offer

Exchange of Common Shares for Osisko Common Shares and Cash — No Section 85 Election

A Resident Shareholder whose Common Shares are exchanged for cash and Osisko Common Shares pursuant to the Offer, and who does not make a valid Section 85 Election jointly with Osisko with respect to the exchange, will be considered to have disposed of those Common Shares for proceeds of disposition equal to the aggregate of the cash received on the exchange and the fair market value, as at the time of the exchange, of the Osisko Common Shares received on the exchange. As a result, the Resident Shareholder will generally realize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Resident Shareholder's Common Shares immediately before the exchange. See "Taxation of Capital Gains and Capital Losses" below for a general discussion of the treatment of capital gains and capital losses under the Tax Act.

The cost to the Resident Shareholder of the Osisko Common Shares acquired on the exchange will equal the fair market value of those shares as at the time of the exchange. If the Resident Shareholder separately owns other Osisko Common Shares as capital property at that time, the adjusted cost base of all Osisko Common Shares owned by the Resident Shareholder as capital property immediately after the exchange will be determined by averaging the cost of the Osisko Common Shares acquired on the exchange with the adjusted cost base of those other Osisko Common Shares.

Exchange of Common Shares for Osisko Common Shares and Cash — Section 85 Election

The following applies to a Resident Shareholder who is an "Eligible Shareholder". An Eligible Shareholder may obtain a full or partial tax deferral in respect of the disposition of Common Shares by filing with the CRA (and, where applicable, with a provincial tax authority) an election (the "Section 85 Election") under subsection 85(1) of the Tax Act or, in the case of a partnership, under subsection 85(2) of the Tax Act (and the corresponding provisions of any applicable provincial tax legislation) provided all members of the partnership jointly elect with Osisko.

The Eligible Shareholder may select an elected amount (the "Elected Amount") so as to fully or partially defer realizing a capital gain for the purposes of the Tax Act as a result of the Offer. The Elected Amount means the amount selected by the Eligible Shareholder, subject to the limitations described below, in the Section 85

Election, to be treated as the proceeds of disposition of the Common Shares. The Elected Amount must be an amount which is not less than the greater of:

(i): the lesser of the adjusted cost base to the Eligible Shareholder of such Common Shares and the fair market value of such Common Shares at the time of disposition; or
(ii): the amount of cash received as a result of such disposition.

The Elected Amount may not be greater than the fair market value of such Common Shares at the time of the disposition.

An Elected Amount which does not comply with these limitations will automatically be adjusted under the Tax Act so that it is in compliance.

Osisko has agreed to make the Section 85 Election with an Eligible Shareholder at the amount determined by such Eligible Shareholder, subject to the limitations set out in subsections 85(1) and 85(2) of the Tax Act (or any applicable provincial tax legislation).

Where a valid Section 85 Election is filed:

(i): Common Shares that are the subject of the Section 85 Election will be deemed to be disposed of for proceeds of disposition equal to the Elected Amount. Subject to the limitations set out in subsections 85(1) or 85(2) of the Tax Act regarding the Elected Amount, if the Elected Amount is equal to the aggregate of the adjusted cost base of such Common Shares immediately before the disposition and any reasonable costs of disposition, no capital gain or capital loss will be realized by the Eligible Shareholder. Subject to such limitations, to the extent that the Elected Amount in respect of such Common Shares exceeds (or is less than) the aggregate of the adjusted cost base and any reasonable costs of disposition, such shareholder will realize a capital gain (or a capital loss). See "Taxation of Capital Gains and Capital Losses" below.
(ii): The aggregate adjusted cost base to the Eligible Shareholder of the Osisko Common Shares received will be equal to the amount, if any, by which the Elected Amount exceeds the aggregate amount of cash received from Osisko as a result of the disposition. The adjusted cost base of such Osisko Common Shares received will be determined by averaging the adjusted cost base of such Osisko Common Shares with the adjusted cost base of any other Osisko Common Shares held by the shareholder at that time as capital property.

A tax instruction letter providing certain instructions on how to complete the Section 85 Election may be obtained from the Depositary by checking the appropriate box on the Letter of Transmittal and submitting the Letter of Transmittal to the Depositary within 30 days of the Effective Time in accordance with the procedures set out in under the heading "Manner of Acceptance".

An Eligible Shareholder interested in making a Section 85 Election should indicate that intention in the Letter of Transmittal in the space provided therein, and a tax instruction letter, explaining the election process, will be sent to the Eligible Shareholder. A Section 85 Election will be valid only if it meets all other applicable requirements under the Tax Act, and meeting these requirements will be the sole responsibility of the Eligible Shareholder.

In order to make a Section 85 Election, an Eligible Shareholder must provide the necessary information in accordance with the procedures set out in the tax instruction letter on or before 90 days after the Effective Time. The information will include the number of Common Shares transferred, the consideration received and the applicable Elected Amount for the purposes of such election. Subject to the information complying with the provisions of the Tax Act (and any applicable provincial income tax law), a copy of the election form containing the information provided will be signed by Osisko and returned to the Eligible Shareholder for filing with the CRA (or the applicable provincial tax authority). Alternatively, a tax election package, consisting of the relevant federal tax election forms and a letter of instructions, may be obtained via the internet on Osisko's website at www.osisko.com. Each Eligible Shareholder is solely responsible for ensuring the Section 85 Election is completed correctly and filed with the CRA (and any applicable provincial income tax authorities) by the required deadline.

Osisko will make a Section 85 Election only with an Eligible Shareholder, and at the amount selected by the Eligible Shareholder subject to the limitations set out in the Tax Act (and any applicable provincial tax legislation). Osisko will not be responsible for the proper completion or filing of any election form and the Eligible Shareholder will be solely responsible for the payment of any late filing penalty. Osisko agrees only to execute any election form containing information provided by the Eligible Shareholder which complies with the provisions of the Tax Act (and any applicable provincial tax law) and to return such election form to the Eligible Shareholder for filing with the Tax Act (and any applicable provincial tax authority). At its sole discretion, Osisko may accept and execute an election form that is not received within the 90 day period; however, no assurances can be given that Osisko will do so. Accordingly, all Eligible Shareholders who wish to make a joint election with Osisko should give their immediate attention to this matter. With the exception of execution of the election form by Osisko, compliance with the requirements for a valid Section 85 Election will be the sole responsibility of the Eligible Shareholder making the election. Accordingly, neither Osisko nor the Depositary will be responsible or liable for taxes, interest, penalties, damages or expenses resulting from the failure by anyone to provide information necessary for the election in accordance with the procedures set out in the tax instruction letter, to properly complete any election or to properly file it within the time prescribed and in the form prescribed under the Tax Act (or the corresponding provisions of any applicable provincial tax legislation).

In order for the CRA (and where applicable the provincial revenue authorities) to accept a Section 85 Election without a late filing penalty being paid by an Eligible Shareholder, the election form must be received by such revenue authorities on or before the day that is the earliest of the days on or before which either Osisko or the Eligible Shareholder is required to file an income tax return for the taxation year in which the disposition occurs. Osisko's 2010 taxation year is scheduled to end December 31, 2010, although Osisko's taxation year could end earlier as a result of an event such as an amalgamation, and its tax return is required to be filed within six months from the end of the taxation year. Eligible Shareholders are urged to consult their own advisors as soon as possible respecting the deadlines applicable to their own particular circumstances. However, regardless of such deadlines, information necessary for an Eligible Shareholder to make a Section 85 Election must be received by Osisko in accordance with the procedures set out in the tax instruction letter no later than 90 days after the Effective Time.

Any Eligible Shareholder who does not ensure that information necessary to make a Section 85 Election has been received in accordance with the procedures set out in the tax instruction letter on or before 90 days after the Effective Time will not be able to benefit from the tax deferral provisions of the Tax Act (or the corresponding provisions of any applicable provincial tax legislation) and therefore may realize a capital gain. Accordingly, all Eligible Shareholders who wish to enter into a Section 85 Election with Osisko should give their immediate attention to this matter. The instructions for requesting a tax instruction letter are set out in the Letter of Transmittal. Eligible Shareholders are referred to Information Circular 76-19R3 and Interpretation Bulletin IT-291R3 issued by the CRA for further information respecting the election. The comments herein with respect to such elections are provided for general assistance only. The law in this area is complex and contains numerous technical requirements. Eligible Shareholders wishing to make the Section 85 Election should consult their own tax advisors.

Taxation of Capital Gains and Capital Losses

One-half of any capital gain (a "taxable capital gain") realized by a Resident Shareholder in a taxation year will be included in the shareholder's income for the year. One-half of any capital loss (an "allowable capital loss") realized by the Resident Shareholder in a year may be deducted against taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back up to three taxation years or carried forward indefinitely and deducted against net taxable capital gains in those other years, to the extent and in the circumstances specified in the Tax Act.

If the Resident Shareholder is a corporation, the amount of any capital loss arising from a disposition or deemed disposition of a share may be reduced by the amount of certain dividends received or deemed to be received by the corporation on the share, to the extent and under circumstances specified by the Tax Act. Similar rules may apply where the corporation is a member of a partnership or a beneficiary of a trust that owns shares, or where a partnership or trust of which the corporation is a member or beneficiary is a member of a partnership or a beneficiary of a trust that owns shares. Resident Shareholders to whom these rules may be relevant should consult their own tax advisors.

Alternative Minimum Tax on Individuals

Capital gains realized by individuals and certain trusts may give rise to alternative minimum tax under the Tax Act.

Additional Refundable Tax on Canadian-Controlled Private Corporations

A Resident Shareholder that is throughout the year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional refundable tax of 6²/3% on certain investment income, including amounts in respect of net taxable capital gains and dividends or deemed dividends not deductible in computing taxable income.

Resident Shareholders Who Do Not Accept the Offer

Compulsory Acquisition of Common Shares

Pursuant to CRA's current administrative practice, a Resident Shareholder who validly exercises a right to dissent and is paid the fair value for Common Shares in respect of a Compulsory Acquisition will be considered to have disposed of such Common Shares for proceeds of disposition equal to the amount received (not including any interest awarded by the court). As a result, such a Resident Shareholder will realize a capital gain (or a capital loss) generally calculated in the manner and subject to the tax consequences discussed in greater detail under the subheading "Taxation of Capital Gains and Capital Losses" above.

A Resident Shareholder will be required to include in computing its income any interest awarded by a court in connection with a Compulsory Acquisition.

Resident Shareholders whose Common Shares may be acquired by way of a Compulsory Acquisition should consult their own tax advisors.

Subsequent Acquisition Transaction

The tax treatment of a Subsequent Acquisition Transaction to a Resident Shareholder will depend upon the exact manner in which the Subsequent Acquisition Transaction is carried out and the consideration offered, and may be substantially the same as or materially different from those described herein for Resident Shareholders who dispose of their Common Shares pursuant to the Offer. Accordingly, it is not possible to comment as to the tax treatment of a Subsequent Acquisition Transaction to a Resident Shareholder except in very general terms. Osisko may propose an amalgamation, capital reorganization, share consolidation, statutory arrangement or other transaction. Depending on the form of the Subsequent Acquisition Transaction, a Resident Shareholder may, as a result, realize a capital gain or capital loss, be deemed to receive a dividend or incur both results. With respect to the income tax treatment of a capital gain or capital loss, see "Taxation of Capital Gains and Capital Losses" above. A tax-deferred rollover as described under "Resident Shareholders Who Accept the Offer" may not be available in respect of a Subsequent Acquisition Transaction.

Resident Shareholders should consult their own tax advisors for advice with respect to the income tax consequences to them of having their Common Shares acquired pursuant to a Subsequent Acquisition Transaction.

By way of example, a Subsequent Acquisition Transaction could be implemented by means of an amalgamation of Brett and one of Osisko's affiliates pursuant to which Resident Shareholders who have not tendered their Common Shares under the Offer would have their Common Shares exchanged for redeemable preference shares of the amalgamated corporation ("Redeemable Shares") which would then be immediately redeemed for Osisko Common Shares. In those circumstances, such a shareholder would not realize a capital gain or capital loss as a result of the exchange of the Common Shares for the Redeemable Shares, and the cost of the Redeemable Shares received would be the aggregate of the adjusted cost base of the Common Shares to the shareholder immediately before the amalgamation.

Upon the redemption of Redeemable Shares, the shareholder would be deemed to have received a dividend (subject to the potential application of Subsection 55(2) of the Tax Act to shareholders of Redeemable Shares that are corporations, as discussed below) equal to the amount by which the fair market value of the Osisko Common Shares received exceeds the paid-up capital of the Redeemable Shares for purposes of the Tax Act. The difference between the redemption price and the amount of the deemed dividend would be treated as proceeds of disposition of such Redeemable Shares for purposes of computing any capital gain or capital loss arising on the redemption of such Redeemable Shares.

Subsection 55(2) of the Tax Act provides that where a Resident Shareholder that is a corporation would otherwise be deemed to receive a dividend in the circumstances described above, all or part of the deemed dividend may be deemed not to be received as a dividend and instead may be treated as proceeds of disposition of the Redeemable Shares for purposes of computing the Resident Shareholder's capital gain or capital loss. Resident Shareholders that are corporations should consult their own tax advisors in this regard.

A Resident Shareholder that is a private corporation or a subject corporation will generally be liable to pay a 33¹/3% refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on Redeemable Shares to the extent that such dividends are deductible in computing the corporation's taxable income for the year.

In the case of a Resident Shareholder that is an individual, dividends deemed to be received as a result of a redemption of Redeemable Shares will be included in computing the Resident Shareholder's income for the taxation year. Such dividends will be subject to the gross-up and dividend tax credit rules normally applicable to dividends from taxable Canadian corporations. The Tax Act provides for an enhanced gross-up and dividend tax credit for "eligible dividends". There can be no assurance that any deemed dividend will be an eligible dividend.

Resident Shareholders should consult their own tax advisors for advise with respect to the income tax consequences of them having their Common Shares acquired pursuant to a Subsequent Acquisition Transaction.

Potential Delisting

As described under Section 18 of this Circular, "Effect of the Offer on the Market for and Listing of Common Shares and Status as a Reporting Issuer", the Common Shares may cease to be listed on the TSXV following the completion of the Offer. Resident Shareholders are cautioned that, if the Common Shares are no longer listed on a "designated stock exchange" (which currently includes the Tier 1 and Tier 2 of the TSXV) and Brett ceases to be a "public corporation" for purposes of the Tax Act, Common Shares held following the completion of the Offer will cease to be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, deferred profit sharing plans and tax-free savings accounts ("TFSA") as defined in the Tax Act. Shareholders who may be so affected should consult with their own tax advisers in this regard.

Eligibility for Investment

If the Osisko Common Shares are listed on a designated stock exchange (which currently includes the TSX), the Osisko Common Shares will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and TFSAs as defined in the Tax Act.

Notwithstanding the foregoing, a holder of Osisko Common Shares will be subject to a penalty tax if the Osisko Common Shares held in a TFSA are a "prohibited investment" under the Tax Act. The Osisko Common

Shares generally will not be a "prohibited investment" unless either (i) the holder of the TFSA does not deal at arm's length with Osisko within the meaning of the Tax Act, or (ii) the holder has a "significant interest" in Osisko within the meaning of the Tax Act, which includes, but is not limited to, the ownership of 10% or more of any class of the issued shares of Osisko, or a person or partnership that does not deal at arms length with Osisko for the purposes of the Tax Act. Holders should consult their own tax advisors as to whether the Osisko Common Shares will be a "prohibited investment" in their particular circumstances.

Holding and Disposing of Osisko Common Shares

In the case of a Resident Shareholder who is an individual, dividends received or deemed to be received on Osisko Common Shares will be included in computing the individual's income and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations including the enhanced dividend tax credit rules applicable to any dividends designated by Osisko as "eligible dividends", as defined in the Tax Act.

In the case of a Resident Shareholder that is a corporation, dividends received or deemed to be received on Osisko Common Shares will be included in computing the corporation's income and will generally be deductible in computing its taxable income. A "private corporation" (as defined in the Tax Act), or any other corporation controlled, whether because of a beneficial interest in one or more trusts or otherwise by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts) may be liable to pay a refundable tax of 33¹/3% under Part IV of the Tax Act on dividends received or deemed to be received on the Osisko Common Shares to the extent such dividends are deductible in computing the corporation's taxable income.

The disposition or deemed disposition of Osisko Common Shares by a Resident Shareholder will generally result in a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the shareholder of those shares immediately before the disposition. See "Taxation of Capital Gains and Capital Losses" above for a general description of the treatment of capital gains and losses under the Tax Act.

Shareholders Not Resident in Canada

The following portion of the summary is applicable to a Shareholder who: (i) has not been, is not, and will not be resident or deemed to be resident in Canada for purposes of the Tax Act; and (ii) does not and will not use or hold, and is not and will not be deemed to use or hold, Common Shares or Osisko Common Shares in connection with carrying on a business in Canada (a "Non-Resident Shareholder"). Special rules, which are not discussed in this summary, may apply to a Non-Resident Shareholder that is an insurer carrying on business in Canada and elsewhere. Such Non-Resident Shareholders should consult their own tax advisors.

Non-Resident Shareholders Who Accept the Offer

Exchange of Common Shares for Osisko Common Shares — No Section 85 Election

A Non-Resident Shareholder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition of the Common Shares pursuant to the Offer unless such shares are or are deemed to be "taxable Canadian property" as defined in the Tax Act and the Non-Resident Shareholder is not entitled to relief under an applicable tax treaty.

A Common Share listed on a designated stock exchange (which includes the TSXV) generally will not be taxable Canadian property to a Non-Resident Shareholder unless at any time during the 60-month period immediately preceding the disposition of such Common Share the Non-Resident Shareholder, persons with whom the Non Resident Shareholder did not deal at arm's length, or the Non-Resident Shareholder together with all such persons, owned 25% or more of the shares of any class or series of Brett. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Common Shares could be deemed to be taxable Canadian property to the Non-Resident Shareholder.

Non-Resident Shareholders whose Common Shares may constitute taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances. Even if the Common

Shares are taxable Canadian property to a Non-Resident Shareholder, a taxable capital gain or an allowable capital loss resulting from the disposition of the Common Shares will not be included in computing the Non-Resident Shareholder's income for purposes of the Tax Act provided that the Common Shares constitute "treaty protected property", as defined in the Tax Act. Common Shares owned by a Non-Resident Shareholder will generally be treaty-protected property if the gain from the disposition of such shares would, because of an applicable income tax treaty to which Canada is a signatory, be exempt from tax under the Tax Act.

Exchange of Common Shares for Osisko Common Shares and Cash — Section 85 Election

In the event that Common Shares constitute taxable Canadian property but not treaty-protected property to a particular Non-Resident Shareholder, then the Non-Resident Shareholder will be an Eligible Shareholder and may require Osisko to jointly execute for filing with the CRA an income tax election form pursuant to section 85 of the Tax Act, for the purpose of allowing the Eligible Shareholder to achieve an income tax-deferred exchange for Canadian federal income tax purposes. Osisko will be required to execute the form and return it to the Eligible Shareholder only if the Eligible Shareholder complies with the requirements set forth under "Resident Shareholders who Accept the Offer — Exchange of Common Shares for Osisko Common Shares and Cash — Section 85 Election" on the same basis as if the Non-Resident Shareholder were a Resident Shareholder thereunder. If the Eligible Shareholder complies with those requirements, generally the exchange may occur on an income tax-deferred basis as described above under "Resident Shareholders who Accept the Offer — Exchange of Common Shares for Osisko Common Shares and Cash — Section 85 Election" on the same basis as if the Non-Resident Shareholder were a Resident Shareholder thereunder.

The Osisko Common Shares that such Eligible Shareholders received as partial consideration for the Common Shares will be deemed to be taxable Canadian property in their hands. Non-Resident Shareholders who are Eligible Shareholders should consult their own tax advisors in this regard.

Non-Resident Shareholders Who Do Not Accept the Offer

Compulsory Acquisition of Common Shares

A Non-Resident Shareholder whose Common Shares do not constitute taxable Canadian property will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of Common Shares by way of a Compulsory Acquisition. A Non-Resident Shareholder whose Common Shares are taxable Canadian property for purposes of the Tax Act may be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of Common Shares by way of a Compulsory Acquisition unless the Common Shares constitute treaty-protected property. If the Common Shares are not listed on a designated stock exchange at the time of disposition, they will be taxable Canadian property to a Non-Resident Shareholder. See the subheading "Potential Delisting" below for additional consequences of a disposition of Common Shares at a time when such shares are not listed on a designated stock exchange. If Common Shares acquired from a Non-Resident Shareholder are taxable Canadian property and are not treaty-protected property to a Non-Resident Shareholder, then the Non-Resident Shareholder will be an Eligible Shareholder and may sell its Common Shares to Osisko on a tax-deferred basis, in which case the requirements for and tax treatment to such Non-Resident Shareholder generally will be as described above under the heading "Non-Resident Shareholders who Accept the Offer — Exchange of Common Shares for Osisko Common Shares and Cash — Section 85 Election".

Where interest is paid or credited to a Non-Resident Shareholder in connection with a Compulsory Acquisition, the Non-Resident Shareholder will not be subject to Canadian withholding tax on such interest under the Tax Act provided that the Non-Resident Shareholder deals at arm's length with the payor at the time of such payment or credit and the interest is not "participating debt interest", as defined in the Tax Act.

Non-Resident Shareholders whose Common Shares are being compulsorily acquired should consult their own tax advisors for advice having regard to their particular circumstances.

Subsequent Acquisition Transaction

As described under Section 20 of the Circular, "Acquisition of Common Shares Not Deposited Under the Offer — Subsequent Acquisition Transaction", if Osisko does not acquire all of the Common Shares pursuant to the Offer or by means of a Compulsory Acquisition, Osisko may take certain action in order to enable it or an affiliate to acquire the remaining Common Shares. The tax treatment of such a transaction to a Non-Resident Shareholder will depend on the exact manner in which the transaction is carried out and may be substantially the same as or materially different than described above. A Non-Resident Shareholder may realize a capital gain or a capital loss and/or a deemed dividend. Dividends paid or deemed to be paid to a Non-Resident Shareholder will be subject to Canadian withholding tax at a rate of 25%. Such rate may be reduced under the provisions of an applicable income tax treaty to which Canada is a signatory. If the Common Shares are not listed on a designated stock exchange at the time of disposition, they will be taxable Canadian property to a Non-Resident Shareholder. See the subheading "Potential Delisting" below for additional consequences of a disposition of Common Shares at a time when such shares are not listed on a designated stock exchange.

Where interest is paid or credited to a Non-Resident Shareholder in connection with a Subsequent Acquisition Transaction, the Non-Resident Shareholder will not be subject to Canadian withholding tax on such interest under the Tax Act provided that the Non-Resident Shareholder deals at arm's length with the payor at the time of such payment or credit and the interest is not "participating debt interest", as defined in the Tax Act.

Non-Resident Shareholders should consult their own tax advisors for advice with respect to the potential income tax consequences to them of having their Common Shares acquired pursuant to a Subsequent Acquisition Transaction.

Potential Delisting

As described under Section 18 of the Circular, "Effect of the Offer on the Market for and Listing of Common Shares and Status as a Reporting Issuer", Common Shares may cease to be listed on the TSXV following the completion of the Offer and may not be listed on the TSXV at the time of their disposition pursuant to a Compulsory Acquisition or a Subsequent Acquisition Transaction. A Non-Resident Shareholder is cautioned that if the Common Shares are not listed on a designated stock exchange at the time they are disposed of: (a) the Common Shares will be taxable Canadian property to the Non-Resident Shareholder; (b) the Non-Resident Shareholder may be subject to income tax under the Tax Act in respect of any capital gain realized on such disposition, subject to any relief under an applicable income tax treaty to which Canada is a signatory; (c) the Non-Resident Shareholder will be required to file a Canadian income tax return in respect of such disposition unless such disposition is an "excluded disposition" for purposes of Section 150 of the Tax Act; and (d) the notification and (unless the Common Shares are treaty-protected property) withholding provisions of Section 116 of the Tax Act will apply to the Non-Resident Shareholder. If the withholding provisions of Section 116 of the Tax Act apply, Osisko may be required to deduct and withhold an amount from any payment made to the Non-Resident Shareholder and to remit such amount to the Receiver General on behalf of the Non-Resident Shareholder.

Non-Resident Shareholders whose Common Shares may constitute taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances.

Holding and Disposing of Osisko Common Shares

Dividends paid or deemed to be paid to a Non-Resident Shareholder on Osisko Common Shares will be subject to non-resident withholding tax at the rate of 25% unless the rate is reduced under the provisions of an applicable tax treaty. Where the Non-Resident Shareholder is a U.S. resident entitled to benefits under the Canada-U.S. Income Tax Convention (1980) and is the beneficial owner of the dividends, the rate of Canadian withholding tax applicable to dividends is generally reduced to 15%. A Non-Resident Shareholder will generally not be liable to Canadian income tax on a disposition or deemed disposition of Osisko Common Shares unless the Non-Resident Shareholder's Osisko Common Shares are, or are deemed to be, taxable Canadian property to the Non-Resident Shareholder at the time of disposition and the Non-Resident Shareholder is not entitled to relief under an applicable tax treaty.

22. Certain United States Federal Income Tax Considerations

The following discussion summarizes certain U.S. federal income tax considerations generally applicable to "U.S. Holders" (as defined below) of Common Shares relating to the exchange of Common Shares for the Offer Consideration and of the ownership of Osisko Common Shares received in the Offer. This discussion does not address the tax considerations relating to the exchange or ownership, as applicable, of Convertible Securities, Warrants, Options or Replacement Options. This summary is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, judicial authorities, published positions of the Internal Revenue Service (the "IRS") and other applicable authorities, all as in effect on the date hereof and all of which are subject to change, perhaps retroactively, and to differing interpretations, so as to result in U.S. federal income tax considerations different from those summarized below.

For purposes of this summary, a "U.S. Holder" is a beneficial owner of Common Shares (or, following the completion of the Offer, a beneficial owner of Osisko Common Shares) who holds such Common Shares as a capital asset and who is, for U.S. federal income tax purposes:

•: an individual who is a citizen or resident of the United States;
•: a corporation, or other entity taxable as a corporation, that is created or organized under the laws of the United States or any state thereof or the District of Columbia;
•: an estate, the income of which is subject to taxation in the United States regardless of its source; or
•: trust if it has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions.

There can be no assurance that the IRS will not challenge one or more of the tax considerations described in this summary, and Osisko has not obtained, nor does it intend to obtain, a ruling from the IRS or an opinion from legal counsel with respect to the U.S. federal income tax considerations discussed herein. This summary addresses only certain considerations arising under U.S. federal income tax law, and does not address any other federal tax considerations or any tax considerations arising under the laws of any state, locality or non-U.S. taxing jurisdiction.

This summary is of a general nature only and does not address all of the U.S. federal income tax considerations that may be relevant to a U.S. Holder in light of such holder's particular situation. In particular, this discussion deals only with U.S. Holders that hold Common Shares or Osisko Common Shares, as applicable, as capital assets, and does not address the special tax rules that may apply to special classes of taxpayers, such as: securities broker-dealers; persons who hold Common Shares or Osisko Common Shares, as applicable, as part of a hedging, conversion, synthetic, wash or constructive sale, straddle or other integrated transaction; U.S. Holders whose functional currency is not the U.S. dollar; U.S. expatriates; persons who are owners of an interest in a partnership or other pass-through entity that is a holder of Common Shares or Osisko Common Shares, as applicable; partnerships or other entities taxable as partnerships; regulated investment companies; financial institutions; insurance companies; traders that have elected a mark-to-market method of accounting; tax-exempt organizations; holders that own, directly, indirectly or by attribution, 10% or more of Brett's or Osisko's outstanding voting share capital, as applicable; persons who received their Common Shares upon the exercise of employee stock options or otherwise in connection with the performance of services; persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Tax Act; persons that use or

hold, will use or hold, or is or will be deemed to use or hold, Common Shares or Osisko Common Shares, as applicable, in connection with carrying on a business in Canada; persons whose Common Shares or Osisko Common Shares, as applicable, constitute "taxable Canadian property" under the Tax Act; or persons that have a permanent establishment in Canada for the purposes of the Canada-United States Income Tax Convention.

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds Common Shares or Osisko Common Shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner of a partnership that owns or may acquire Common Shares or Osisko Common Shares should consult the partner's tax advisor regarding the specific tax consequences of the disposition, acquisition and ownership of the applicable Common Shares.

This summary does not address the state, local, U.S. federal alternative minimum tax, estate and gift, or foreign tax consequences to U.S. Holders of the Offer or of any other matters discussed in this summary. Each U.S. Holder should consult its own tax advisor regarding the state, local, U.S. federal alternative minimum tax, estate and gift, and foreign tax consequences to them of the Offer and such other matters.

Tax Considerations of U.S. Holders Who Accept the Offer

Tax Characterization of the Offer Generally

Osisko currently expects to treat the acquisition of Common Shares pursuant to the Offer as a taxable exchange for U.S. federal income tax purposes. Notwithstanding the foregoing, there may be some possibility that the acquisition of Common Shares pursuant to the Offer could qualify as a tax-deferred reorganization for U.S. federal income tax purposes, depending in part on a variety of facts that might occur following the completion of the Offer that cannot be predicted currently. If, contrary to expectations, the acquisition of Common Shares pursuant to the Offer qualified as a tax-deferred reorganization rather than a taxable exchange for U.S. federal income tax purposes, the U.S. federal income tax consequences of the transaction would be materially different from those tax consequences described in this summary.

U.S. Holders should consult their own tax advisors as to the treatment of the Offer as a taxable exchange for U.S. federal income tax purposes.

Classification of Brett as a Passive Foreign Investment Company

As described below, the tax considerations of the Offer to a particular U.S. Holder will depend on whether Brett is a passive foreign investment company (a "PFIC") during any year in which a U.S. Holder owned Common Shares. In general, a non-U.S. corporation is a PFIC for any taxable year in which either (i) 75% or more of the non-U.S. corporation's gross income is "passive" income, or (ii) 50% or more of the average value, determined on the basis of a quarterly average, of the non-U.S. corporation's assets produced or are held for the production of "passive" income. Passive income includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Subject to certain limited exceptions Common Shares held (or deemed held) by a U.S. Holder at any time during a taxable year in which Brett was a PFIC are treated as shares of a PFIC in the hands of such holder for all subsequent years even if Brett did not meet the gross income or passive asset thresholds necessary to be classified as a PFIC in a subsequent year. The determination of PFIC status is inherently factual, is subject to a number of uncertainties, and can be determined only annually at the close of the taxable year in question. Osisko has not performed a PFIC analysis for Brett for any taxable year and, accordingly, it cannot provide any guidance regarding Brett's status under the passive foreign investment company rules. U.S. Holders are urged to consult their own U.S. tax advisors regarding the application of the PFIC rules to the Offer and the matters addressed herein.

Gain or Loss Generally

Osisko currently expects to treat the exchange of Common Shares for Osisko Common Shares and cash as a fully taxable event to a U.S. Holder. Such characterization would generally result in the following U.S. federal income tax consequences:

•: a U.S. Holder will recognize gain or loss equal to the difference between (i) the fair market value of Osisko Common Shares (i.e., the receipt of Osisko Common Shares is not tax free) and cash received by such U.S. Holder in the Offer and (ii) the adjusted tax basis of such U.S. Holder in such Common Shares exchanged for the Osisko Common Shares and cash;
•: the aggregate tax basis of the Osisko Common Shares received by a U.S. Holder in the Offer will be equal to the aggregate fair market value of the Osisko Common Shares at the time of their receipt; and
•: the holding period of Osisko Common Shares received by a U.S. Holder in the Offer will begin on the day after their receipt.

Subject to the modifications pursuant to the PFIC rules discussed below, any gain or loss recognized by the U.S. Holder would be short-term capital gain or loss, unless the holding period for the Common Shares exchanged was more than 12 months at the closing of the exchange made pursuant to the Offer, in which case any gain or loss recognized would be long-term capital gain or loss. Preferential tax rates for long-term capital gains are generally applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation. The deduction of capital losses is subject to significant limitations.

Treatment of Recognized Gain if Brett is a PFIC — Non-Electing PFIC Shareholder

If a U.S. Holder disposes of Common Shares in the Offer that were held by the U.S. Holder directly, indirectly or constructively during such time, if any, that Brett was a PFIC (shares in a PFIC are sometimes referred to herein as "PFIC Shares") and the U.S. Holder did not make a timely QEF election or a mark-to-market election with respect to its Common Shares (such elections being described below), gain realized from the sale of such U.S. Holder's PFIC Shares will be taxed under the "excess distribution" regime. Under that regime, gain, if any, realized on that disposition will be allocated ratably on a daily basis to each day of the U.S. Holder's holding period with respect to such shares. Gain allocated to any period preceding the first year in the holding period when Brett was a PFIC and gain allocated to the year of disposition will be treated as gain arising in the year of disposition and taxed at ordinary U.S. federal income tax rates for the year of disposition. Gain allocated to each of the other years (the "PFIC Years") will be taxed at the highest U.S. federal income tax rate in effect for each of those years, without regard to the U.S. Holder's other items of income and loss for such year. Any such tax would be increased by an interest charge determined for each of the PFIC Years at the rate generally applicable to underpayments of tax for such taxable year. The sum of the taxes and interest calculated for all years will be an addition to the tax for the year in which the sale of the PFIC Shares occurs. A U.S. Holder that is not a corporation must treat the interest as non-deductible personal interest. A U.S. Holder who has previously made certain elections (as further described below) may be able to mitigate the adverse PFIC tax consequences that would apply to such U.S. Holder in the Offer if Brett is or has been a PFIC during the time such holder has held Common Shares.

Treatment of Recognized Gain if Brett is a PFIC — PFIC Shareholder who has made a Timely Qualified Electing Fund Election

A U.S. Holder who has made a timely and effective election to treat Brett as a "qualified electing fund" under the Code for the first taxable year of the U.S. Holder's holding period for the Common Shares during which Brett was a PFIC generally would not be subject to the PFIC rules discussed above. Instead, the electing U.S. Holder would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of Brett, whether or not such amounts are actually distributed, and would be taxable on gain recognized in the exchange pursuant to the Offer in the manner that a U.S. Holder would be taxable if Brett had not been a PFIC (as described above under "Gain or Loss Generally"). However, this option would require significant information and undertakings from Brett, and, accordingly, it may not be, and may not have been, available to

U.S. Holders. For an additional discussion regarding a qualified electing fund election, see "Ownership of Osisko Common Shares Received in the Offer — Considerations Relating to Passive Foreign Investment Company Rules."

Treatment of Recognized Gain if Brett is a PFIC — PFIC Shareholder who has made a Timely Mark-to-Market Election

A U.S. Holder of PFIC Shares would also not be subject to the excess distribution regime if the U.S. Holder had made a timely and effective election to mark the PFIC Shares to market (a "Mark-to-Market Election"). In the case of any U.S. Holder that has timely made an effective Mark-to-Market Election for the first taxable year of the U.S. Holder's holding period for the Common Shares during which Brett was a PFIC, gain realized by such holder from the sale of PFIC Shares generally would be taxed at ordinary income tax rates. For additional discussion regarding a Mark-to-Market Election, see the discussion below under "Ownership of Osisko Common Shares Received in the Offer — Considerations Relating to the Passive Foreign Investment Company Rules."

U.S. Holders are urged to seek advice from their own tax advisors to discuss the particular tax consequences of the Offer applicable to them, including all aspects of the PFIC rules.

Tax Considerations of U.S. Holders Who Do Not Accept the Offer

Compulsory Acquisition of Common Shares

As described under Section 20 of the Circular, "Acquisition of Common Shares Not Deposited Under the Offer — Compulsory Acquisition of Common Shares", Osisko may, in certain circumstances, acquire Common Shares not deposited under the Offer by way of a Compulsory Acquisition. A U.S. Holder who validly exercises a right to dissent and is paid the fair value for Common Shares in respect of a Compulsory Acquisition will be considered to have disposed of such Common Shares for proceeds of disposition equal to the amount received. As a result, the U.S. federal income tax considerations to a dissenting U.S. Holder would generally be similar to those described under "Tax Considerations of U.S. Holder Who Accept the Offer." U.S. Holders that are subject to Canadian tax and/or receive Canadian currency in connection with exercising their dissent rights should also read the sections below under the headings "Foreign Tax Credit Considerations" and "Foreign Currency Considerations".

U.S. Holders whose Common Shares may be acquired by way of a Compulsory Acquisition should consult their own tax advisors.

Subsequent Acquisition Transaction

As described under Section 20 of the Circular, "Acquisition of Common Shares Not Deposited Under the Offer — Subsequent Acquisition Transaction", if Osisko does not acquire all of the Common Shares pursuant to the Offer or by means of a Compulsory Acquisition, Osisko may take certain actions in order to enable it or an affiliate to acquire the remaining Common Shares.

The tax treatment of a Subsequent Acquisition Transaction to a U.S. Holder will depend upon the exact manner in which the Subsequent Acquisition Transaction is carried out and the consideration offered, and may be substantially the same as or materially different from those described herein for U.S. Holders who dispose of their Common Shares pursuant to the Offer.

Ownership of Osisko Common Shares Received in the Offer

Distributions on Osisko Common Shares

Except as noted in the discussion of the PFIC rules below, if Osisko makes distributions with respect to Osisko Common Shares received by a U.S. Holder pursuant to the Offer, the distributions, including the amount of any Canadian taxes withheld, generally will be included in the gross income of a U.S. Holder as dividend income to the extent of Osisko's current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of Osisko's current and accumulated earnings and profits will be treated as a return of capital to the extent of the U.S. Holder's adjusted tax basis in its Osisko Common Shares

and thereafter as gain from the sale or exchange of such shares. For taxable years beginning before January 1, 2011, a dividend paid by Osisko generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) Osisko is a "qualified foreign corporation" (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) certain holding period requirements are met. Osisko generally will be a "qualified foreign corporation" under Section 1(h)(11) of the Code (a "QFC") if (a) it is eligible for the benefits of the Canada-United States Income Tax Convention, or (b) the respective shares are readily tradable on an established securities market in the United States. However, even if Osisko satisfies one or more of such requirements, it will not be treated as a QFC if it is a PFIC for the taxable year during which it pays a dividend or for the preceding taxable year. See below under "Considerations Relating to the Passive Foreign Investment Company Rules" for a discussion of Osisko's status under the PFIC rules.

In general, any Canadian withholding tax imposed on dividends with respect to a U.S. Holder's Osisko Common Shares will be treated as a foreign income tax that may be eligible for credit against a U.S. Holder's U.S. federal income tax liability (or, at a U.S. Holder's election, may, in certain circumstances, be deducted in computing taxable income). For additional discussion regarding foreign tax credits, see below under "Foreign Tax Credit Considerations".

Sale or Other Taxable Disposition of Osisko Common Shares

Except as noted below in the discussion of the PFIC rules, upon the sale or other taxable disposition of Osisko Common Shares received pursuant to the Offer, a U.S. Holder generally will recognize capital gain or loss equal to the difference between (i) the amount realized by the U.S. Holder and (ii) the U.S. Holder's adjusted tax basis in the Osisko Common Shares. Any gain or loss recognized by the U.S. Holder would be short-term capital gain or loss, unless the holding period for the Osisko Common Shares disposed was more than 12 months at the time of disposition, in which case any gain or loss recognized would be long-term capital gain or loss.

Preferential tax rates for long-term capital gains currently are generally applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation. The deduction of capital losses is subject to significant limitations, and U.S. Holders are urged to seek advice from their own tax advisors to discuss the particular tax consequences applicable to them.

Considerations Relating to the Passive Foreign Investment Company Rules

If Osisko is a PFIC for any taxable year in which Osisko Common Shares are held by a U.S. Holder, then the U.S. Holder would be subject to the excess distribution regime that would apply to any gain recognized on the disposition of, or certain excess distributions received with respect to, those shares. Under this regime (i) the excess distribution or gain would be allocated ratably to each day of the U.S. Holder's holding period for the Osisko Common Shares, (ii) the amount allocated to the current taxable year and to any taxable year prior to the first taxable year in which Osisko was a PFIC would be treated as ordinary income for the year of disposition, and (iii) the amount allocated to each other year would be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax would be imposed on the resulting tax attributable to each such year. A U.S. Holder that is not a corporation must treat the interest as non-deductible personal interest. In addition, if Osisko is a PFIC and owns shares of another non-U.S. corporation that also is a PFIC (a "Subsidiary PFIC"), under certain indirect ownership rules, a disposition of the shares of the Subsidiary PFIC or a distribution received from the Subsidiary PFIC by Osisko generally will be treated as a deemed disposition of such corporation's shares or a distribution deemed to be received by a U.S. Holder with respect to shares in such corporation, subject to taxation under the PFIC rules. To the extent that gain recognized on the actual disposition by a U.S. Holder or an actual distribution received from Osisko was previously subject to U.S. federal income tax under these indirect ownership rules, it is possible that such amount would not be subject to U.S. federal income tax a second time.

If Osisko were treated as a PFIC and if a U.S. Holder holds Osisko Common Shares in any year in which Osisko is classified as a PFIC, such holder would be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidelines may require.

The determination of Osisko's status under the PFIC rules is subject to a number of legal and factual uncertainties and can be determined only annually, at the close of the taxable year in question. Osisko believes that it has been a PFIC in prior taxable years, however, no assurance can be given regarding Osisko's status under the PFIC rules during the current or any prior or future taxable year. Thus, it is not clear whether the special PFIC rules will apply to a U.S. Holder's ownership of Osisko Common Shares or whether Osisko will be eligible for treatment as a QFC with respect to dividend payments, if any, as described above under "Distributions under Osisko Common Shares." Each U.S. Holder should consult its own tax advisor regarding the potential treatment of Osisko as a QFC.

Under some circumstances, a U.S. Holder of a PFIC can avoid the PFIC rules described above, and instead be subject to current tax on the PFIC's ordinary earnings and net capital gain regardless of distributions by the PFIC, if the U.S. Holder makes a timely and effective "qualified electing fund" ("QEF") election for the PFIC. If a U.S. Holder were able to make a QEF Election, the U.S. Holder generally would not be subject to the excess distribution regime discussed above with respect to PFIC shares held or sold. However, Osisko has no obligation to provide U.S. Holders of Osisko Common Shares with information that a U.S. Holder may need or request in connection with making a QEF Election for Osisiko or any of its subsidiaries. Therefore, a QEF Election may not be available to a U.S. Holder with respect to its Osisko Common Shares.

However, if such election is available, a U.S. Holder that makes a QEF election with respect to Osisko or any Subsidiary PFIC will be subject to U.S. federal income tax on such U.S. Holder's pro rata share of (a) the net capital gain of the relevant corporation, which will be taxed as long-term capital gain to such U.S. Holder, and (b) and the ordinary earnings of such corporation, which will be taxed as ordinary income to such U.S. Holder. Generally, "net capital gain" is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and "ordinary earnings" are the excess of (a) "earnings and profits" over (b) net capital gain. A U.S. Holder that makes a QEF election will be subject to U.S. federal income tax on such amounts for each taxable year in which the subject corporation is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the corporation. However, a U.S. Holder that makes a QEF election may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as "personal interest," which is not deductible.

A U.S. Holder that makes a QEF election, if available, with respect to Osisko generally (a) may receive a tax-free distribution from Osisko to the extent that such distribution represents "earnings and profits" of the corporation that were previously included in income by the U.S. Holder because of such QEF election and (b) will adjust such U.S. Holder's tax basis in his or her shares to reflect the amount included in income (resulting in an increase in basis) or allowed as a tax-free distribution (resulting in a decrease in basis) because of the QEF election. In addition, a U.S. Holder that makes a QEF election generally will recognize capital gain or loss on the sale or other taxable disposition of Osisko Common Shares.

The procedure for making a QEF election, and the U.S. federal income tax consequences of making a QEF election, will depend on whether such QEF election is timely. A QEF election will be treated as "timely" if such QEF election is made for the first year in the U.S. Holder's holding period for the applicable shares in which the relevant corporation was a PFIC. A U.S. Holder may make a timely QEF election by filing the appropriate QEF election documents at the time such U.S. Holder files a U.S. federal income tax return for such first year. However, if Osisko was a PFIC in a prior year during such U.S. Holder's holding period, then in order for a U.S. Holder to avoid the rules of the excess distribution regime on a going-forward basis, in addition to filing the QEF election documents, a U.S. Holder must elect to recognize gain (which will be taxed under the rules of the excess distribution regime discussed above) as if the Osisko Common Shares were sold on the qualification date. The "qualification date" is the first day of the first taxable year in which Osisko was a QEF with respect to such U.S. Holder. The election to recognize such gain can only be made if such U.S. Holder's holding period for the Osisko Common Shares includes the qualification date. By electing to recognize such gain, such U.S. Holder will be deemed to have made a timely QEF election. In addition, under very limited circumstances, a U.S. Holder may make a retroactive QEF election if such U.S. Holder failed to file the QEF election documents in a timely manner.

A QEF election will apply to the taxable year for which such QEF election is made and to all subsequent taxable years, unless such QEF election is invalidated or terminated or the IRS consents to revocation of such QEF election. If a U.S. Holder makes a QEF election and, in a subsequent taxable year, Osisko ceases to be a PFIC, the QEF election will remain in effect (although it will not be applicable) during those taxable years in which Osisko is not a PFIC. Accordingly, if Osisko becomes a PFIC in another subsequent taxable year, the QEF election will be effective and the U.S. Holder will be subject to the QEF rules described above during any such subsequent taxable year in which Osisko qualifies as a PFIC. In addition, the QEF Election will remain in effect (although it will not be applicable) with respect to a U.S. Holder even after such U.S. Holder disposes of all of such U.S. Holder's direct and indirect interest in the relevant corporation's shares. Accordingly, if such U.S. Holder reacquires an interest in Osisko such U.S. Holder will be subject to the QEF rules described above for each taxable year in which Osisko is a PFIC.

Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a QEF election with respect to Osisko and any Subsidiary PFIC.

A U.S. Holder of PFIC Shares would also not be subject to the excess distribution regime if the U.S. Holder had made a timely and effective Mark-to-Market Election. A U.S. Holder may make a Mark-to-Market Election with respect to Osisko Common Shares only if such shares are marketable stock. Such shares generally will be "marketable stock" if they are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the U.S. Exchange Act, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and other requirements, and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks. Each U.S. Holder should consult its own tax advisor with respect to the availability of a Mark-to-Market Election with respect to Osisko Common Shares.

A U.S. Holder that makes a Mark-to-Market Election generally will not be subject to the PFIC rules discussed above. However, if a U.S. Holder makes a Mark-to-Market Election after the beginning of such U.S. Holder's holding period for the Osisko Common Shares and such U.S. Holder has not made a timely QEF Election, the PFIC rules discussed above will apply to certain dispositions of, and distributions on, the Osisko Common Shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each taxable year in which Osisko is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Osisko Common Shares as of the close of such taxable year over (b) such U.S. Holder's tax basis in such shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the lesser of (a) the excess, if any, of (i) such U.S. Holder's adjusted tax basis in the Osisko Common Shares over (ii) the fair market value of such shares as of the close of such taxable year or (b) the excess, if any, of (i) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (ii) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years.

A U.S. Holder that makes a Mark-to-Market Election generally will also adjust such U.S. Holder's tax basis in his Osisko Common Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of Osisko Common Shares subject to a Mark-to-Market Election, a U.S. Holder will recognize ordinary income or loss (such loss not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years).

A Mark-to-Market Election applies to the taxable year in which such Mark-to-Market Election is made and to each subsequent taxable year, unless the Osisko Common Shares cease to be "marketable stock" or the IRS consents to revocation of such election. If a U.S. Holder makes a Mark-to-Market Election and, in a subsequent taxable year, Osisko ceases to be a PFIC, the Mark-to-Market Election will remain in effect (although it will not be applicable) during those taxable years in which Osisko is not a PFIC. Accordingly, if Osisko becomes a PFIC in another subsequent taxable year, the Mark-to-Market Election will be effective and the U.S. Holder will be

subject to the Mark-to-Market rules described above during any such subsequent taxable year in which Osisko qualifies as a PFIC. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election with respect to Osisko Common Shares.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the Osisko Common Shares if Osisko is a PFIC, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning if such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the interest charge described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC.

U.S. Holders are urged to consult their own U.S. tax advisors regarding the adverse U.S. federal income tax consequences of owning stock of a PFIC and the possibility of making certain elections designed to mitigate those adverse consequences.

Foreign Tax Credit Considerations

A U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the Offer or in connection with the ownership or disposition of Osisko Common Shares may be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder's income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder's U.S. federal income tax liability that such U.S. Holder's "foreign source" taxable income bears to such U.S. Holder's worldwide taxable income. In applying this limitation, a U.S. Holder's various items of income and deduction must be classified, under complex rules, as either "foreign source" or "U.S. source." Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose. Pursuant to the United States-Canada Income Tax Convention, gains of a U.S. Holder that is a resident of the United States for purposes of the Convention may be taxed by Canada only in certain circumstances, and any gains that may be taxed by Canada will generally be treated by the United States as foreign source if the U.S. Holder so elects. However, the amount of a distribution with respect to the Osisko Common Shares that is treated as a "dividend" may be lower for U.S. federal income tax purposes than it is for Canadian income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are very complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Foreign Currency Considerations

In the case of a U.S. Holder that receives Canadian dollars in connection with the Offer, the amount realized will be based on the U.S. dollar value of the Canadian dollars received on the date of actual or constructive receipt, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If Canadian dollars received by a U.S. Holder are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize foreign currency exchange gain or loss (taxed as U.S.-source ordinary income or loss) on a subsequent disposition or conversion of such Canadian dollars. In the case of a cash basis U.S. Holder (or an accrual basis U.S. Holder that makes an election) that receives Canadian dollars on a subsequent sale, exchange or other taxable disposition of Osisko Common Shares on an established securities market (collectively, the "Disposition"), the amount realized will be based on the U.S. dollar value of the Canadian dollars received on the settlement date of the Disposition. An accrual basis U.S. Holder that does not elect to be treated as a cash basis taxpayer for this purpose will recognize a foreign currency gain or loss for U.S. federal income tax purposes based on the difference between the U.S. dollar value of the Canadian dollars received prevailing on the date of the Disposition and the settlement date. Such foreign currency gain or loss would be treated as U.S.-source ordinary income or loss. Taxable dividends with respect to Osisko Common Shares that are paid in Canadian dollars, including the amount of any Canadian taxes withheld, will be included in the gross

income of a U.S. Holder in an amount equal to the U.S. dollar equivalent (determined at the spot rate) on the date of actual or constructive receipt of the dividend, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. If Canadian dollars received by a U.S. Holder are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize foreign currency exchange gain or loss on a subsequent disposition or conversion of such Canadian dollars. U.S. Holders are urged to consult their own tax advisors concerning the U.S. tax consequences of acquiring, holding and disposing Canadian dollars.

Information Reporting and Backup Withholding

Information returns may be required to be filed with the IRS relating to payments made to particular U.S. Holders. In addition, a U.S. Holder may be subject to a backup withholding tax (currently imposed at a rate of 28%) on those payments unless the holder is an exempt recipient (such as a corporation) or provides its taxpayer identification number and certifies that the holder is exempt from or otherwise not subject to backup withholding. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against the U.S. Holder's U.S. federal income tax liability if the required information is timely furnished to the IRS. U.S. Holders should consult their own tax advisors as to the information reporting and backup withholding tax rules particular to them.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO HOLDERS OF COMMON SHARES WITH RESPECT TO THE DISPOSITION OF THOSE SHARES PURSUANT TO THE OFFER OR THE OWNERSHIP AND DISPOSITION OF OSISKO COMMON SHARES RECEIVED PURSUANT TO THE OFFER. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

23. Information Agent and Depositary

Osisko has engaged Kingsdale Shareholder Services Inc. to act as the Information Agent to provide a resource for information for Shareholders.

Osisko has also engaged Kingsdale Shareholder Services Inc. to act as Depositary under the Offer. In such capacity, the Depositary will receive deposits of certificates representing the Common Shares and accompanying Letters of Transmittal deposited under the Offer at its offices in Toronto, Ontario set out in the Letter of Transmittal. In addition, the Depositary will also receive Notices of Guaranteed Delivery at its office in Toronto, Ontario set out in the Notice of Guaranteed Delivery. The Depositary will be responsible for giving certain notices, if required, and for making payment for all Common Shares purchased by Osisko under the Offer. The Depositary will also facilitate book-entry transfers of Common Shares.

The Information Agent and the Depositary will receive reasonable and customary compensation from Osisko for their services relating to the Offer and will be reimbursed for certain out-of-pocket expenses. Osisko has also agreed to indemnify the Depositary for certain liabilities, including liabilities under securities laws, and expenses of the Offer.

Osisko will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of the Common Shares pursuant to the Offer, provided that Osisko may make other arrangements with soliciting dealers and/or information agents. No fee or commission will be payable by Shareholders who transmit their Common Shares directly to the Depositary.

Shareholders should contact the Information Agent and Depositary or a broker or dealer for assistance in accepting the Offer and in depositing the Common Shares with the Depositary. Contact details for the Information Agent and Depositary are provided on the last page of the Offer and Circular.

24. Legal Matters

Osisko is being advised in respect of certain Canadian legal matters concerning the Offer by, and the opinions contained under "Certain Canadian Federal Income Tax Considerations" in Section 21 of the Circular, have been provided by Fraser Milner Casgrain LLP, Canadian counsel to Osisko. As of the date hereof, the

partners and associates of Fraser Milner Casgrain LLP, as a group, beneficially own, directly or indirectly, less than 1% of the issued and outstanding securities of each of Brett and Osisko.

Osisko is being advised in respect of certain U.S. legal matters concerning the Offer by, and the opinions contained under "Certain U.S. Income Tax Considerations" in Section 22 of the Circular, have been provided by Goodwin Procter LLP, U.S. counsel to Osisko. As of the date hereof, the partners and associates of Goodwin Procter LLP, as a group, beneficially own, directly or indirectly, less than 1% of the issued and outstanding securities of each of Brett and Osisko.

25. Expenses of the Offer

Osisko currently estimates that expenses in the aggregate amount of approximately $1,100,000 will be incurred by Osisko and/or one or more of its affiliates or subsidiaries in connection with the Offer, including legal, accounting, filing and printing costs, information agent and depositary fees, and the cost of preparing and mailing the Offer and Circular and the documentation accompanying the Offer and Circular.

26. Experts

Reference should be made to the Section entitled "Interests of Experts" set out in the Annual Information Form which is incorporated by reference into this Offer and Circular. With respect to technical information relating to Osisko contained in the Annual Information Form, Elzéar Belzile, Eng., André-Martin Bouchard, P.Eng., Louis-Pierre Gignac, Eng., Richard Gowans, P.Eng., B. Terrence Hennessey, P.Geo., Michel R. Julien, Eng., Ph.D. and David Runnels, Eng.

Osisko's auditors are PricewaterhouseCoopers LLP, Chartered Accountants, who have prepared an independent auditors' report dated February 16, 2010 in respect of Osisko's consolidated financial statements as at December 31, 2009 and 2008 and for each of the years then ended. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Corporation within the meaning of the Code of Ethics of the Ordre des comptables agréés du Québec.

27. Available Information

Osisko files reports and other information with certain Canadian securities regulatory authorities. These reports and information are available to the public free of charge under the Osisko profile on SEDAR at www.sedar.com.

28. Stock Exchange Listing Applications

Osisko has applied to have the Osisko Common Shares issuable in connection with the Offer approved for listing on the TSX. Listing approval with the TSX remains subject to Osisko fulfilling all of the listing requirements of the TSX.

29. Registration Statement Filed with the SEC

Osisko has filed a Registration Statement on Form F-8 under the U.S. Securities Act to register the Osisko Common Shares in connection with their offer and sale pursuant to the Offer. The Offer and Circular do not contain all of the information set forth in the Registration Statement. Reference is made to the Registration Statement and the exhibits thereto for further information. The Registration Statement filed with the SEC concerning the Offer, including exhibits, is available free of charge at the SEC's website at www.sec.gov.

30. Documents Filed as Part of the Registration Statement

The following documents have been filed with the SEC as part of the Registration Statement on Form F-8: (i) the documents incorporated by referenced under the heading "Documents Incorporated by Reference"; (ii) consent of Fraser Milner Casgrain LLP; (iii) consent of Pricewaterhouse Coopers LLP; (iv) power of attorney authorizing certain signatories to execute the Form F-8; (v) press release dated March 22, 2010 relating to the intention of Osisko to make the Offer; (vi) Support Agreement dated March 21, 2010 between Osisko and Brett; (vii) forms of Lock-Up Agreement between Osisko and the Locked-Up Shareholders; and (viii) consents

of Elzéar Belzile, Eng., André-Martin Bouchard, P. Eng., Louis-Pierre Gignac, Eng., Richard Gowans, P.Eng., B. Terrence Hennessey, P.Geo., Michel R. Julien, Eng., Ph.D. and David Runnels, Eng.

31. Statutory Rights

Securities legislation in the provinces and territories of Canada provides security holders with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to Shareholders in connection with the Offer. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their Province or Territory for particulars of those rights or consult with a lawyer.

32. Directors' Approval

The contents of the Offer and Circular have been approved, and the sending, communication or delivery of the Offer and Circular to the securityholders of Brett has been authorized, by the board of directors of Osisko.

CONSENT OF COUNSEL

To: The Directors of Osisko Mining Corporation

We hereby consent to the reference to our name and opinions contained under "Legal Matters" and "Certain Canadian Federal Income Tax Considerations" in the Circular accompanying the Offer dated April 13, 2010 made by Osisko Mining Corporation to the holders of Common Shares of Brett Resources Inc.


Toronto, Ontario April 13, 2010		(Signed) FRASER MILNER CASGRAIN LLP FRASER MILNER CASGRAIN LLP

To: The Directors of Osisko Mining Corporation

We hereby consent to the use of our name under the heading "Legal Matters" in the Circular accompanying the Offer dated April 13, 2010 made by Osisko Mining Corporation to the holders of Common Shares of Brett Resources Inc.


New York, New York April 13, 2010		(Signed) GOODWIN PROCTER LLP GOODWIN PROCTER LLP

AUDITORS' CONSENT

We have read the Offer and Circular of Osisko Mining Corporation (the "Company") furnished with the Company's Offer dated April 13, 2010 to purchase all of the issued and outstanding Common Shares of Brett Resources Inc. We have complied with Canadian generally accepted standards for an auditor's involvement with offering documents.

We consent to the incorporation by reference in the above-mentioned Offer and Circular of our report to the shareholders of the Company on the consolidated balance sheets of the Company as at December 31, 2009 and 2008 and the consolidated statements of operations and comprehensive income (loss), deficit and cash flows for the years then ended. Our report is dated February 16, 2010.


		(Signed) PRICEWATERHOUSECOOPER LLP
April 13, 2010		PRICEWATERHOUSECOOPERS LLP
		Chartered Accountants

APPROVAL AND CERTIFICATE

The contents of the Offer and the Circular have been approved, and the sending, communication or delivery thereof to the securityholders of Brett Resources Inc. has been authorized, by the board of directors of Osisko Mining Corporation.

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, the foregoing does not contain any misrepresentation likely to affect the value or the market price of the securities subject to the Offer or the securities to be distributed.

DATED: April 13, 2010


(Signed) SEAN ROOSEN Sean Roosen President and Chief Executive Officer		(Signed) BRYAN A. COATES Bryan A. Coates Chief Financial Officer and Vice President, Finance
On behalf of the Board of Directors
(Signed) ROBERT WARES Robert Wares Director		(Signed) SERGE VÉZINA Serge Vézina Director

SCHEDULE "A"

OSISKO MINING CORPORATION

Unaudited Pro Forma Consolidated Financial Statements
December 31, 2009

A-1

OSISKO MINING CORPORATION

PRO FORMA CONSOLIDATED BALANCE SHEET

(unaudited, tabular amounts expressed in thousands of dollars)

		Osisko Mining December 31, 2009			Brett Resources August 31, 2009			Pro Forma Adjustments (note 4)				Pro Forma consolidated

		$			$			$				$
Assets
Current assets
	Cash and cash equivalents		673,777			17,287			33,279		a,b		724,343
	Short-term investments		84,064			5			—				84,069
	Restricted cash		10,760			—			—				10,760
	Cash collateral investments		5,452			—			—				5,452
	Accounts receivable		37,759			62			—				37,821
	Other current assets		790			56			—				846

			812,602			17,410			33,279				863,291
Restricted cash			16,134			—			—				16,134
Investments			5,732			—			—				5,732
Mining assets			504,305			30,042			404,827		c		939,174

			1,338,773			47,452			438,106				1,824,331

Liabilities
Current liabilities
	Accounts payable and accrued liabilities		46,047			486			11,500		c		58,033
	Current portion of long-term debt		6,155			—			—				6,155

			52,202			486			11,500				64,188
Long-term debt			173,914			—			—				173,914
Future income tax liability			—			665			101,207		c		101,872
Asset retirement obligations			355			—			—				355

			226,471			1,151			112,707				340,329

Shareholders' Equity
	Share capital and Warrants		1,122,100			56,449			315,251		a,b,c		1,493,800
	Contributed surplus		24,272			2,335			(2,335	)	c		24,272
	Equity component of convertible debenture		11,036			—			—				11,036
	Accumulated other comprehensive income		—			(58	)		58				—
	Deficit		(45,106	)		(12,425	)		12,425		c		(45,106	)

			1,112,302			46,301			325,399				1,484,002

			1,338,773			47,452			438,106				1,824,331

See accompanying notes to the unaudited pro forma consolidated financial statements.

A-2

OSISKO MINING CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

For the year ended December 31, 2009

(unaudited, tabular amounts expressed in thousands of dollars, except per share amounts)

		Osisko Mining December 31, 2009			Brett Resources August 31, 2009			Pro Forma Adjustments (note 4)		Pro Forma consolidated

		$			$			$		$
Expenses
	Salaries and fringe benefits		7,762			—			—		7,762
	General and administrative expenses		6,143			1,138			—		7,281
	Stock-based compensation		3,958			685			—		4,643
	Investor relations and corporate development		2,907			58			—		2,965
	Amortization		363			53			—		416
	Write off of mining assets		—			345			—		345

Loss before the following items			(21,133	)		(2,279	)		—		(23,412	)
	Interest income		1,709			85			—		1,794
	Foreign exchange gain (loss)		(4,578	)		26			—		(4,552	)
	Share of equity investee loss		(198	)		—			—		(198	)
	Gain on investments		1,430			—			—		1,430
	Flow-through costs		—			(66	)		—		(66	)

Loss before income taxes			(22,770	)		(2,234	)		—		(25,004	)
	Future income tax recovery		2,016			824			—		2,840

Net loss for the year			(20,754	)		(1,410	)		—		(22,164	)
Other comprehensive loss
	Unrealized loss on short-term investments		—			(5	)		—		(5	)

Comprehensive loss for the year			(20,754	)		(1,415	)		—		(22,169	)

Net loss per share (note 5)
	Basic and Diluted		(0.08	)							(0.07	)

See accompanying notes to the unaudited pro forma consolidated financial statements.

A-3

OSISKO MINING CORPORATION

NOTES TO THE PRO FORMA CONSOLIDATED STATEMENTS

As at December 31, 2009

(unaudited, tabular amounts expressed in thousands of dollars, except per share amounts)

1. BASIS OF PRESENTATION

These unaudited pro forma consolidated financial statements (the "Pro Formas") have been prepared by management in connection with the Osisko Mining Corporation ("Osisko" or the "Company") Offer to Purchase dated April 13, 2010 describing the offer, upon and subject to the terms and conditions set out in the Offer of Purchase, to purchase all of the issued and outstanding common shares of Brett Resources Inc. ("Brett"), including common shares that may become outstanding after the date of the Offer but before the expiry time of the Offer upon the conversion, exchange or exercise of options, warrants or other securities that are convertible into or exchangeable or exercisable for common shares. The Pro Formas have been prepared for illustrative purposes only and give effect to the proposed Acquisition as defined in note 3 and pursuant to the assumptions and adjustments described in note 4. The unaudited pro forma consolidated balance sheet as at December 31, 2009 gives effect to the proposed Acquisition by Osisko as if it had occurred as at December 31, 2009. The unaudited pro forma consolidated statements of operations and comprehensive loss for the year ended December 31, 2009 give effect to the proposed Acquisition by Osisko as if had occurred on January 1, 2009.

The Pro Formas are not necessarily indicative of the operating results of financial condition that would have been achieved if the proposed Acquisition had been completed on the dates or for the period presented, nor do they purport to project the results of operations or financials position of the consolidated entities for any future period or as of any future date. Any potential synergies that may be realized and integration costs that may be incurred upon consummation of the proposed Acquisition, if successful, have been excluded from the Pro Formas.

In preparing the unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations and comprehensive loss, the following historical information, that was prepared in accordance with Canadian generally accepted accounting principles ("GAAP"), was used:

a): the audited consolidated financial statements of Osisko for the year ended December 31, 2009; and
b): the audited consolidated financial statements of Brett for the year ended August 31, 2009

The Pro Formas do not reflect the unaudited interim consolidated financial statements published by Brett for the three-month period ended November 30, 2009; in Osisko's view the financial condition and results of operations of Brett for that period are substantially unchanged from the audited consolidated financial statements reflected in the Pro Formas.

The Pro Formas should be read in conjuction with: (i) the description of the transaction in the Offer and Circular, and (ii) the historical financial statements, together with the notes therto, of Osisko and Brett referred to above which are available at www.sedar.com.

In the opinion of management of Osisko, these Pro Formas include all adjustments necessary for a fair presentation of the transactions described in the notes to the Pro Formas applied on a basis consistent with Osisko's accouting policies.

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in preparing the Pro Formas are set out in Osisko's audited consolidated financial statements for the year ended December 31, 2009. In preparing the Pro Formas, a review of publicly available information was undertaken to identify accounting policy differences between Osisko and Brett. While management believes that the significant accounting policies of Osisko and Brett are consistent in all material respects, accounting policy differences may be identified upon consummation of the proposed Acquisition.

Certain of Brett's assets and liabilities have been reclassified to conform to Osisko's consolidated financial statements presentation.

The transaction is expected to be accounted for as a purchase of assets.

3. ACQUISITION

Osisko offers to purchase all of the issued and outstanding common shares of Brett, including common shares that may become outstanding after the date of the Offer but before the expiry time of the Offer upon the conversion, exchange or exercise of options, warrants or other securities that are convertible into or exchangeable or exercisable for common shares, on a basis of 0.34 of an Osisko common share and $0.0001 in cash for each common share. In consideration, Osisko will issue approximately 40,891,000 common shares to the shareholders of Brett based on a presumed exercise of all outstanding warrants and options of Brett before the expiry date of the Offer, valued at approximately $371,700,000 based on the closing price of Osisko's common share on March 16, 2010, and approximately $12,000 in cash. The actual results may differ from these amounts due to Osisko's share price at the closing date as well as the final number of issued and outstanding shares purchased.

A-4

OSISKO MINING CORPORATION

NOTES TO THE PRO FORMA CONSOLIDATED STATEMENTS (Continued)

As at December 31, 2009

(unaudited, tabular amounts expressed in thousands of dollars, except per share amounts)

3. ACQUISITION (Continued)

The Offer, and therefore the Acquisition, is subject to the satisfaction of a number of conditions. There can be no assurance that the Acquisition will be completed as proposed or at all.

The unaudited pro forma consolidated financial information assumes the cost of the acquisition will be based on the value of Osisko common shares, cash payment, and related acquisition costs. The assets and the liabilities acquired are to be recorded at their estimated fair market values, which are based on preliminary management estimates and are subject to final valuation adjustments:



Purchase price
	Osisko Mining Corporation common shares	371,700
	Cash	12
	Transactions costs	11,500

		383,212



Net assets acquired
	Cash	50,578
	Short-term investments	5
	Accounts receivable	62
	Other current assets	56
	Mineral properties	29,666
	Property, plant and equipment	376
	Bump-up of mineral properties acquired	404,827
	Current liabilities	(486	)
	Future income tax liability	(665	)
	Future income tax liability related to the bump-up of mineral properties acquired	(101,207	)

		383,212

4. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

The Pro Formas includes the following assumptions and adjustments:

a): An increase of cash and cash equivalent and Brett's share capital to record the flow-through private placement of 2,637,000 flow-through common shares, closed in December 2009. Each flow-through common share was issued at $2.00 per share, issuance expenses were estimated to $239,000.
b): An increase of cash and cash equivalent and Brett's share capital to record the bought deal of 12,425,000 common shares and the over-allotment option of 1,863,750 common shares, closed in February 2010. Each common share was issued at $2.10. Issuance expenses were estimated to $1,750,000, including the underwriters' fees of 5% on the gross proceeds and expenses of $250,000 payable by Brett.
c): To record the acquisition of Brett Resources Inc. by Osisko Mining Corporation and to adjust for the elimination of the existing shareholders' equity of Brett Resources Inc.

A-5

OSISKO MINING CORPORATION

NOTES TO THE PRO FORMA CONSOLIDATED STATEMENTS (Continued)

As at December 31, 2009

(unaudited, tabular amounts expressed in thousands of dollars, except per share amounts)

5. PRO FORMA LOSS PER SHARE

The following table sets for the computation of pro forma basic and diluted loss per share.

(unaudited, in thousands of dollars, except per share amounts)

	Year ended December 31, 2009

Pro forma consolidated net loss	$	22,164
Weighted average common shares outstanding		260,180,000
Shares issued to acquire Brett		40,891,000

Pro forma weighted average common shares of Osisko		301,071,000
Pro forma net loss per share — basic and diluted	$	0.07

A-6

Any questions and requests for assistance may be directed to the
Depositary and the Information Agent:

The Exchange Tower
130 King Street West, Suite 2950, P.O. Box 361
Toronto, Ontario
M5X 1E2

North American Toll Free Phone:

1-877-659-1824

Email: contactus@kingsdaleshareholder.com
Facsimile: 416-867-2271
Toll Free Facsimile: 1-866-545-5580
Outside North America, Banks and Brokers Call Collect: 416-867-2272

The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. Your broker or other financial advisor can assist you in completing this Letter of Transmittal.

LETTER OF TRANSMITTAL

for deposit of common shares
of

BRETT RESOURCES INC.

pursuant to the Offer dated April 13, 2010
by

OSISKO MINING CORPORATION

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME)
ON MAY 19, 2010, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN

USE THIS LETTER OF TRANSMITTAL IF:

1.: YOU ARE DEPOSITING ONE OR MORE COMMON SHARE CERTIFICATE(S);
2.: YOU ARE FOLLOWING PROCEDURES FOR BOOK ENTRY TRANSFER WITH DTC AND DO NOT HAVE AN AGENT'S MESSAGE; OR
3.: YOU PREVIOUSLY DEPOSITED COMMON SHARES PURSUANT TO A NOTICE OF GUARANTEED DELIVERY

This Letter of Transmittal (the "Letter of Transmittal"), or a manually signed facsimile thereof, properly completed and duly executed, together with all other required documents, must accompany the share certificates representing common shares (the "Common Shares") in the capital of Brett Resources Inc. ("Brett") deposited pursuant to the offer (the "Offer") set forth in the Offer to Purchase dated April 13, 2010 (the "Offer to Purchase") made by Osisko Mining Corporation ("Osisko") to holders of Common Shares on the basis of 0.34 of an Osisko Common Share and $0.0001 in cash for each Common Share.

The terms and conditions of the Offer are incorporated by reference in this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal which are defined in the Offer to Purchase and accompanying Circular dated April 13, 2010 (together, the "Offer and Circular") shall have the meanings given to them in the Offer and Circular.

Holders of Common Shares (the "Shareholders") can also accept the Offer by following the procedures for book-entry transfer set forth in Section 3 of the Offer, "Manner of Acceptance — Acceptance by Book-Entry Transfer". A Shareholder accepting the Offer by following the procedures for book-entry transfer does not need to use this Letter of Transmittal unless such Shareholder is following the procedures for book-entry transfer with DTC and does not have an accompanying Agent's Message. A Shareholder who utilizes the procedures for book-entry transfer established by DTC to accept the Offer by causing DTC to deliver an Agent's Message of the book-entry transfer of such Shareholder's Common Shares will be bound by the terms of this Letter of Transmittal as if executed by such Shareholder.

Where Common Shares are deposited by way of book-entry transfer without delivery of an executed Letter of Transmittal, unless the context otherwise requires, references herein to the "undersigned" are to the person on whose behalf that book-entry transfer is made (notwithstanding that such person has not executed a Letter of

Transmittal). Shareholders, through their respective CDS participants, who use CDSX to accept the Offer through a book-entry transfer of their holdings into the Depositary's account with CDS shall be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and therefore such instructions received by the Depositary are considered a valid tender in accordance with the terms of the Offer.

If a Shareholder wishes to deposit Common Shares pursuant to the Offer and the certificate(s) representing the Common Shares is (are) not immediately available or the Shareholder is not able to deliver the certificate(s) and all other required documents to the Depositary at or prior to the Expiry Time, those Common Shares may nevertheless be deposited under the Offer pursuant to the procedure for guaranteed delivery provided that all of the conditions set forth in Section 3 of the Offer to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery", are met. See Instruction 2, "Procedures for Guaranteed Delivery".

Kingsdale Shareholder Services Inc. (the "Depositary") or your broker or other financial advisor can assist you in completing this Letter of Transmittal (see back page of this document for addresses and telephone numbers). Persons whose Common Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should immediately contact such registered holder for assistance if they wish to accept the Offer.

The Offer will be immediately taxable to a Shareholder who is resident in Canada for the purposes of the Income Tax Act (Canada) (the "Tax Act") or a Shareholder who is not resident in Canada for the purposes of the Tax Act and whose Common Shares are "taxable Canadian property" and not "treaty-protected property" (as each term is defined in the Tax Act), unless such Shareholder receives Osisko Common Shares pursuant to the Offer and such Shareholder files a joint tax election form (duly executed by Osisko) with the Canada Revenue Agency and any applicable provincial tax authority by the applicable deadline, in which case a full or partial tax deferral may be obtained. If you are a Shareholder who qualifies as an Eligible Holder and wish to make a tax election, you may request a tax election package by completing Box "5" in this Letter of Transmittal. Alternatively, a tax election package, consisting of the relevant federal tax election forms and a letter of instructions, may be obtained via the internet on Osisko's website at www.osisko.com.

Delivery of this Letter of Transmittal and accompanying certificate(s) representing Common Shares to the address of the Depositary other than as set forth below does not constitute a valid delivery to the Depositary. You must sign this Letter of Transmittal in the appropriate space provided below and, if you are a U.S. Person (as defined in Instruction 10, "Important Tax Information for U.S. Shareholders"), you must also complete the Substitute Form W-9 set forth on page 9 or a Form W-8, as applicable (see Instruction 10, "Important U.S. Federal Income Tax Information for U.S. Shareholders").


TO:		OSISKO MINING CORPORATION
AND TO:		KINGSDALE SHAREHOLDER SERVICES INC.

The undersigned delivers to you the enclosed certificate(s) for Common Shares and, subject only to the provisions of the Offer regarding withdrawal, irrevocably accepts the Offer for such Common Shares upon the terms and conditions contained in the Offer. The following are the details of the enclosed certificate(s):

BOX 1


Certificate Number(s) (if available)	Name and Address of Registered Shareholder of Common Shares (please print)	Number of Common Shares Represented by Certificate	Number of Common Shares Deposited*







		TOTAL

(Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in above form)

*: Unless otherwise indicated, the total number of Common Shares evidenced by all certificates delivered will be deemed to have been deposited. See Instruction 6 herein, "Partial Deposits".

The undersigned acknowledges receipt of the Offer and Circular and acknowledges entering into a binding agreement between the undersigned and Osisko in accordance with the terms and conditions of the Offer. The undersigned represents and warrants that (a) the undersigned has full power and authority to deposit, sell, assign and transfer the Common Shares covered by this Letter of Transmittal (the "Deposited Shares") and in and to all rights and benefits arising from such Common Shares including, without limitation, any and all Distributions (as defined below) being deposited under the Offer, (b) the Deposited Shares and Distributions have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Shares and Distributions, to any other person, (c) the deposit of the Deposited Shares and Distributions complies with applicable laws, and (d) when the Deposited Shares and Distributions are taken up and paid for by Osisko, Osisko will acquire good title thereof, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others in accordance with the terms and conditions set forth in the Offer and in this Letter of Transmittal.

IN CONSIDERATION OF THE OFFER AND FOR VALUE RECEIVED, upon the terms and subject to the conditions set forth in the Offer and in this Letter of Transmittal, subject only to the withdrawal rights set out in the Offer, the undersigned irrevocably accepts the Offer for and in respect of the Deposited Shares and delivers to Osisko the enclosed Common Share certificate(s) representing the Deposited Shares and, on and subject to the terms and conditions of the Offer, deposits, sells, assigns and transfers to Osisko all right, title and interest of the undersigned in and to the Deposited Shares, and in and to all rights and benefits arising from such Deposited Shares, including any and all dividends, distributions, payments, securities, property or other interests which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them on and after the date of the Offer (other than any dividend, distribution or payment in respect of which a reduction in the price of the Offer is made pursuant to Section 9 of the Offer to Purchase, "Changes in Capitalization; Adjustments; Liens"), including any dividends, distributions or payments on such dividends, distributions, payments, securities, property or other interests (collectively, "Distributions").

If, on or after the date of the Offer, Brett should divide, combine, reclassify, consolidate, convert or otherwise change any of the Common Shares or its capitalization, or should disclose that it has taken or intends to take any such action, then Osisko may, in its sole discretion and without prejudice to its rights under Section 4 of the Offer to Purchase, "Conditions of the Offer", make such adjustments as it deems appropriate to reflect such division, combination, reclassification, consolidation, conversion or other change in the offered consideration or other terms of the Offer (including the type of securities offered to be purchased and the consideration payable therefor).

Common Shares acquired pursuant to the Offer shall be transferred by such Shareholder and acquired by Osisko free and clear of all liens, charges, encumbrances, claims and equities and together with all rights and benefits arising therefrom, the right to any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or after the date of the Offer on or in respect of the Common Shares but subject to any Common Shares being validly withdrawn by or on behalf of a depositing Shareholder.

If, on or after the date of the Offer, Brett should declare or pay any dividend or declare, make or pay any other distribution or payment on or declare, allot, reserve or issue any securities, rights or other interests with respect to any Common Shares, which is or are payable or distributable to Shareholders of record on a date prior to the transfer into the name of Osisko or its nominees or transferees on the securities register maintained by or on behalf of Brett in respect of Common Shares, then the whole of any such dividend, distribution, payment, right or other interest will be promptly remitted and transferred by the depositing Shareholder to the Depositary for the account of Osisko accompanied by appropriate documentation of transfer. Pending such remittance, Osisko will be entitled to any such dividend, distribution, payment, right or other interest and may deduct from the purchase price payable by Osisko pursuant to the Offer the amount or value thereof, as determined by Osisko in its sole discretion.

Shareholders whose Common Share certificate(s) is (are) not immediately available or who cannot cause their Common Share certificate(s) and all other required documents to be delivered to the Depositary at or before the Expiry Time must deliver their Common Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

The undersigned irrevocably approves, constitutes and appoints, effective on and after the date that Osisko takes up and pays for the Deposited Shares taken up and paid for under the Offer (which shares upon being taken up and paid for are, together with any Distributions thereon, hereinafter referred to as the "Purchased Securities"), certain officers of Osisko and any other person designated by Osisko in writing (each an "Appointee") as the true and lawful agents, attorneys and attorneys-in-fact and proxies, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), of the depositing Shareholder with respect to the Purchased Securities. This Letter of Transmittal or the making of a book-entry transfer authorizes an Appointee, in the name and on behalf of the undersigned (a) to register or record the transfer and/or cancellation of such Purchased Securities (to the extent consisting of securities) on the appropriate register maintained by or on behalf of Brett; (b) for so long as any Purchased Securities are registered or recorded in the name of the undersigned (whether or not they are now so registered or recorded), to exercise any and all rights of the undersigned including the right to vote, to execute and deliver any and all instruments of proxy, authorizations or consents in form and on terms satisfactory to the Offeror in respect of any or all Purchased Securities, to revoke any such instrument, authorization or consent, and to designate in such instrument, authorization or consent any person or persons as the proxy of the undersigned in respect of the Purchased Securities for all purposes including in connection with any meeting or meetings (whether annual, special or otherwise or any adjournment thereof, including any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Brett; (c) to execute, endorse and negotiate, for and in the name of and on behalf of such Shareholder, any and all cheques or other instruments representing any Distribution payable to or to the order of, or endorsed in favour of, such Shareholder; (d) to exercise any other rights of a holder of Purchased Securities; and (e) execute all such further and other documents, transfers or other assurances as may be necessary or desirable in the sole judgement of Osisko to effectively convey Purchased Securities to Osisko.

The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the Shareholder at any time with respect to the Deposited Shares or any Distributions. The undersigned agrees that no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the Deposited Shares or any Distributions by or on behalf of the undersigned unless the Deposited Shares are not taken up and paid for under the Offer.

The undersigned agrees not to vote any of the Purchased Securities at any meeting (whether annual, special or otherwise or any adjournment thereof, including any meeting to consider a Subsequent Acquisition

Transaction) of holders of relevant securities of Brett and not to exercise any of the other rights or privileges attached to the Purchased Securities, and agrees to execute and deliver to Osisko any and all instruments of proxy, authorizations or consents in respect of any or all of the Purchased Securities, and agrees to appoint in any such instruments of proxy, authorizations or consents, the person or persons specified by Osisko as the proxy of the holder of the Purchased Securities. Upon such appointment, all prior proxies and other authorizations (including all appointments of any agent, attorney-in-fact or attorney) or consents given by the holder of such Purchased Securities with respect thereto will be revoked and no subsequent proxies or other authorizations or consents may be given by such person with respect thereto.

The undersigned covenants to execute, upon request of Osisko, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities to Osisko. Each authority herein conferred or agreed to be conferred and may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of the undersigned.

The undersigned instructs Osisko and the Depositary, upon Osisko taking up the Deposited Shares, to mail the cheques, payable in Canadian funds, and certificate(s) representing the Osisko Common Shares, by first class mail, postage prepaid, or to hold such cheques and share certificate(s) representing the Osisko Common Shares for pick-up, in accordance with the instructions below. Any Deposited Shares that are not taken up and paid for by Osisko pursuant to the terms and conditions of the Offer for any reason will be returned, at Osisko's expense, to the depositing Shareholder as soon as practicable after the Expiry Time or withdrawal or termination of the Offer, by either (i) sending certificates representing the Common Shares not purchased by first-class mail to the address of the depositing Shareholder specified in this Letter of Transmittal or, if such name or address is not so specified, in such name and to such address as shown on the securities registers maintained by or on behalf of Brett or (ii) in the case of Common Shares deposited by book-entry transfer of such Common Shares pursuant to the procedures set out in Section 3 of the Offer, "Manner of Acceptance — Acceptance by Book-Entry Transfer", crediting such Common Shares to the depositing holder's account maintained with CDS or DTC, as applicable.

The undersigned understands and acknowledges that under no circumstances will interest accrue or be paid by Osisko or by the Depositary to persons depositing the Common Shares on the purchase price of the Common Shares purchased by Osisko, regardless of any delay in making such payment.

The Depositary will act as the agent of persons who have deposited Common Shares in acceptance of the Offer for the purposes of receiving certificates for Osisko Common Shares and cash payment from Osisko and transmitting such certificates and such cash payment to such persons, and receipt thereof by the Depositary shall be deemed to constitute receipt thereof by persons depositing Common Shares.

The undersigned acknowledges that the Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned, Osisko and the Depositary shall be deemed to have required that any contract evidenced by the Offer as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'utilisation d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par l'offre et son acceptation au moyen de la présente lettre d'envoi, de même que tous les documents qui s' y rapportent, soient rédigés exclusivement en langue anglaise.



BOX 2 (See Instructions 3 and 4)
REGISTER OSISKO COMMON SHARES IN / ISSUE CHEQUE PAYABLE TO THE FOLLOWING
IN THE NAME OF: (please print or type)
Name
Street Address and Number
City and Province or State
Country and Postal Code
Telephone — Business Hours
Tax Identification, Social Insurance or Social Security No. (See Substitute Form W-9 included herein)


BOX 3 (See Instructions 3 and 4)
DELIVER OSISKO COMMON SHARE CERTIFICATE(S) AND CHEQUE
(UNLESS BOX 4 IS CHECKED) TO: (please print or type)
Name
Street Address and Number
City and Province or State
Country and Postal Code



BOX 4
o HOLD OSISKO COMMON SHARES AND CHEQUE FOR PICK-UP AGAINST COUNTER RECEIPT AT THE OFFICE OF THE DEPOSITARY WHERE THIS LETTER OF TRANSMITTAL IS DEPOSITED

SHAREHOLDER SIGNATURE


Signature guaranteed by (if required under Instruction 4):
		Dated:
Authorized Signature of Guarantor		Signature of holder of Common Shares or Authorized Representative — See Instructions 3 and 5
Name of Guarantor (please print or type)		Name of holder of Common Shares (please print or type)
Address of Guarantor (please print or type)		Name of Authorized Representative, if applicable
		Daytime telephone number and facsimile of holder of Common Shares or daytime telephone number and facsimile Authorized Representative
		Tax Identification, Social Insurance or Social Security Number of holder of Common Shares

BOX 5

TAX DEFERRAL ELECTION FOR CANADIAN TAX PURPOSES


o		Check this box if the beneficial owner of the Deposited Shares represented by the certificate(s) listed in Box 1 (i) is an "Eligible Holder" (defined below), and (ii) would like to make the joint tax election with Osisko described in Section 21 of the Circular, "Certain Canadian Federal Income Tax Considerations — Resident Shareholders Who Accept the Offer — Exchange of Common Shares for Osisko Common Shares and Cash — Section 85 Election", in respect of such Osisko Common Shares that are received as partial consideration for such Deposited Shares. Eligible Holders who check this box and submit this Letter of Transmittal will receive a tax instruction letter providing instructions on how to complete the forms that must be completed and sent by the Eligible Holder in accordance with the procedures set out in the tax instruction letter no later than 90 days after the Expiry Time.
The joint tax election can only be made by a beneficial owner of Common Shares who is an Eligible Holder, and who receives Osisko Common Shares as partial consideration for such deposited Common Shares. No joint tax election will be made with any other persons.
An "Eligible Holder" means a beneficial owner of Common Shares that is (i) a resident of Canada for the purposes of the Tax Act other than a Tax Exempt Person, (ii) a partnership, any member of which is a resident of Canada for the purposes of the Tax Act (other than a partnership, all the members of which that are residents of Canada are Tax Exempt Persons), or (iii) a non-resident of Canada for the purposes of the Tax Act and any applicable income tax treaty whose Common Shares constitute "taxable Canadian property" (as defined in the Tax Act) and who is not exempt for Canadian tax in respect of any gain realized on the disposition of Common Shares by reason of an exemption contained in an applicable income tax treaty.
Eligible Holders should consult their own advisors as to whether they should make this tax election and (if so) the procedure for doing so. Compliance with the requirements to ensure a valid election is filed under subsection 85(1) or (2) of the Tax Act (and the corresponding provisions of any applicable provincial tax legislation) will be the sole responsibility of the Eligible Holder making such election. Accordingly, neither Osisko nor the Depositary will be responsible or liable for taxes, interest, penalties, damages or expenses resulting from the failure by anyone to properly complete any election form or to properly file it within the time prescribed and in the form prescribed under the Tax Act (and the corresponding provisions of any applicable provincial tax legislation).
o		Eligible Holders who check the box above and who would like to make a similar election for Québec income tax purposes must also check this box to receive a tax instruction letter relating to such Québec tax election from the Depositary.



BOX 6
TO BE COMPLETED BY ALL SHAREHOLDERS BY SELECTING ONE BOX BELOW
o		The undersigned represents that he or she is a resident of Canada for tax purposes.
		OR
o		The undersigned represents that he or she is not a resident of Canada for tax purposes.
		OR
o		The undersigned represents that he or she is not a resident of Canada for tax purposes, but is a resident of the following country as may be provided pursuant to the terms of a tax treaty entered into between Canada and the aforesaid country, where applicable:



BOX 7
DEPOSIT PURSUANT TO NOTICE OF GUARANTEED DELIVERY (See Instruction 2)
o		CHECK HERE IF COMMON SHARES ARE BEING DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE TORONTO, ONTARIO OFFICE OF THE DEPOSITARY AND COMPLETE THE FOLLOWING: (Please print or type)
Name of Registered Holder:
Date of Execution of Guaranteed Delivery:
Window Ticket Number (if any):
Name of Institution which Guaranteed Delivery:



BOX 8
STATUS AS U.S. SHAREHOLDER
TO BE COMPLETED BY ALL HOLDERS BY SELECTING ONE BOX BELOW (See Instruction 10)
Indicate whether or not you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder.
o		The person signing this Letter of Transmittal represents that he/she/it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder.
o		The person signing this Letter of Transmittal is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.
"U.S. Shareholder" is any holder of Common Shares that is either (a) providing an address in Box 2 that is located within the United States or any territory or possession thereof or (b) that is a U.S. Person for United States federal income tax purposes as more fully described under Instruction 10, "Important U.S. Federal Income Tax Information for U.S. Shareholders".
If you are a U.S. Shareholder or acting on behalf of a U.S. Shareholder, then in order to avoid U.S. backup withholding, you must generally complete (i) the Substitute Form W-9 included below or otherwise provide certification that you are exempt from backup withholding, as provided in Instruction 10, "Important Tax Information For U.S. Shareholders", or (ii) the relevant IRS Form W-8, as applicable.

If you are a U.S. Shareholder, you must also complete the accompanying
Substitute Form W-9 or the relevant IRS Form W-8, as applicable

SUBSTITUTE FORM W-9
TO BE COMPLETED BY U.S. SHAREHOLDERS ONLY



PAYER'S NAME: Kingsdale Shareholder Services Inc.

SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payor's Request for Taxpayer Identification Number ("TIN")		Part I — Taxpayer Identification Number — For all accounts, enter your taxpayer identification number on the appropriate line at right. Certify by signing and dating below. For further instructions, including if the account is held in more than one name, see Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Name Business Name		Social Security Number OR Employer Identification Number (If awaiting TIN, write "Applied For")
		Please check appropriate box
		o o o o	Individual/Sole Proprietor Corporation Partnership o Other Limited Liability Company. Enter the tax classification (D = disregarded entity, C = corporation, P = partnership):	Part II — For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, check the Exempt box below, and complete the Substitute Form W-9. Exempt o
		Address City, State, Zip Code

Part III — Certification — Under penalties of perjury, I certify that:
(1)	The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and
(2)	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3)	I am a U.S. Person for U.S. federal income tax purposes (including a U.S. resident alien).
Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines).


Signature		Date

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
WROTE "APPLIED FOR" IN PART I OF THIS SUBSTITUTE FORM W-9


CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in Part III of the Substitute Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), with respect to interest and dividend payments, and certain payments made with respect to readily tradable instruments, I will generally have 60 days to get a TIN and give it to the requester before I am subject to backup withholding on payments. This 60-day rule does not apply to other types of payments. I understand that I will be subject to backup withholding on all such payments until I provide a TIN to the requester.
Signature		Date

Note: Failure to complete and return this Substitute Form W-9 may subject you to applicable Federal income tax withholding on any payments made to you. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details.

INSTRUCTIONS

1. Use of Letter of Transmittal

(a): This Letter of Transmittal, or a manually signed facsimile thereof, properly completed and duly executed, in either case with the signature(s) guaranteed if required in Instruction 4 below, and all other documents required by the terms of the Offer and this Letter of Transmittal, together with the accompanying certificate or certificates representing the Deposited Shares, must be received by the Depositary at the offices specified on the back cover page before the Expiry Time, being 5.00 p.m., Toronto time, on May 19, 2010, unless the Offer is extended or withdrawn or unless the procedures for guaranteed delivery set out in Instruction 2 below are used.
(b): The method of delivery of certificates representing Common Shares, this Letter of Transmittal and all other required documents is at the option and risk of the person depositing the same, and delivery will be deemed effective only when such documents are actually received. Osisko recommends that all such documents be delivered by hand to the Depositary and that a receipt be obtained or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained.
(c): Shareholders who wish to accept the Offer and whose Common Shares are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their Common Shares.

2. Procedures for Guaranteed Delivery

If a Shareholder wishes to deposit Common Shares pursuant to the Offer and either (i) the certificate(s) representing the Common Shares is (are) not immediately available or (ii) the Shareholder is not able to deliver the certificate(s) and all other required documents to the Depositary at or prior to the Expiry Time, those Common Shares may nevertheless be deposited under the Offer provided that all of the following conditions are met:

(a): the deposit is made only at the principal office of the Depositary in Toronto, Ontario by or through an Eligible Institution;
(b): a Notice of Guaranteed Delivery (printed on blue paper) in the form accompanying the Offer and Circular (or a manually signed facsimile thereof), properly completed and duly executed, including a guarantee to deliver by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery, is received by the Depositary at its principal office in Toronto, Ontario as set out in the Notice of Guaranteed Delivery at or prior to the Expiry Time; and
(c): the certificate(s) representing the Deposited Shares, in proper form for transfer, together with this properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), relating to such Common Shares, with any required signature guarantees and all other documents required by this Letter of Transmittal, are received by the Depositary at its principal office in Toronto, Ontario as set out in the Notice of Guaranteed Delivery at or prior to 5:00 p.m. (Toronto time) on the third trading day on the TSXV after the Expiry Date.

The Notice of Guaranteed Delivery may be delivered by hand, by courier, by mail or transmitted by electronic facsimile to the Depositary at its office in Toronto, Ontario as set out in the Notice of Guaranteed Delivery and must include a guarantee by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and this Letter of Transmittal and accompanying share certificate(s) to any office other than such office of the Depositary does not constitute delivery for purposes of satisfying a guaranteed delivery.

An "Eligible Institution" means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulator Authority or banks or trust companies in the United States.

3. Signatures

No signature guarantee is required on this Letter of Transmittal if:

(a): this Letter of Transmittal is signed by the registered holder of Common Shares exactly as the name of the registered holder appears on the Common Share certificate deposited herewith, and the certificates for Osisko Common Shares issuable and the cash payable under the Offer, are to be delivered directly to such registered holder, or
(b): Common Shares are deposited for the account of an Eligible Institution.

In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. If a certificate representing Common Shares is registered in the name of a person other than the signatory of this Letter of Transmittal or if the certificates for Osisko Common Shares issuable and the cash payable are to be delivered to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate power of attorney, in either case, signed exactly as the name of the registered holder appears on the certificate with the signature on the certificate or power of attorney guaranteed by an Eligible Institution.

4. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Deposited Shares or if Deposited Shares not purchased are to be returned to a person other than such registered holder(s) or sent to an address other than the address of the registered holder(s) as shown on the registers of Brett or if payment is to be issued in the name of a person other than the registered holder(s) of the Deposited Shares, such signature must be guaranteed by an Eligible Institution (except that no guarantee is required if the signature is that of an Eligible Institution).

5. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person acting as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Either Osisko or the Depositary, in their sole discretion, may require additional evidence of such person's authority or additional documentation.

6. Partial Deposits

If less than the total number of Common Shares evidenced by any certificate submitted is to be deposited, fill in the number of Common Shares to be deposited in the appropriate space on this Letter of Transmittal. In such case, new certificate(s) for the number of Common Shares not deposited will be sent to the registered holder unless otherwise provided as soon as practicable after the Expiry Time. The total number of Common Shares evidenced by all certificates delivered will be deemed to have been deposited unless otherwise indicated.

7. Governing Law

The Offer and agreement resulting from the acceptance of the Offer will be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario.

8. Miscellaneous

(a): If the space on this Letter of Transmittal is insufficient to list all certificates for Deposited Shares, additional certificate numbers and number of Deposited Shares may be included on a separate signed list affixed to this Letter of Transmittal.
(b): If Deposited Shares are registered in different forms (e.g., "John Doe" and "J. Doe"), a separate Letter of Transmittal should be signed for each different registration.
(c): No alternative, conditional or contingent deposits will be accepted. All depositing holders of Common Shares by execution of this Letter of Transmittal or a facsimile hereof waive any right to receive any notice of the acceptance of Deposited Shares for payment, except as required by applicable law.

(d): Before completing this Letter of Transmittal, you are urged to read the accompanying Offer and Circular.
(e): All questions as to the validity, form, eligibility (including timely receipt) and acceptance of any Common Shares deposited pursuant to the Offer will be determined by Osisko in its sole discretion. Depositing Shareholders agree that such determination shall be final and binding. Osisko reserves the absolute right to reject any and all deposits which it determines not to be in proper form or which may be unlawful to accept under the laws of any jurisdiction. Osisko reserves the absolute right to waive any defects or irregularities in the deposit of any Common Shares. No deposit of Common Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. There shall be no duty or obligation on Osisko or the Depositary or any other person to give notice of any defects or irregularities in any deposit and no liability shall be incurred by any of them for failure to give any such notice. Osisko's interpretation of the terms and conditions of the Offer, the Offer and Circular, this Letter of Transmittal and the Notice of Guaranteed Delivery will be final and binding. Osisko reserves the right to permit the Offer to be accepted in a manner other than that set out herein.
(f): Under no circumstance will any amount be paid by Osisko or the Depositary by reason of any delay in exchanging any Common Shares to any person on account of Common Shares accepted for exchange pursuant to the Offer.
(g): Additional copies of the Offer and Circular, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Depositary at its office at the address listed below.

9. Lost Certificates

If a share certificate has been lost or destroyed, mutilated or mislaid, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary as soon as possible. The Depositary will forward such letter to Brett's registrar and transfer agent so that the transfer agent may provide replacement instructions. If a certificate has been lost, destroyed, mutilated or mislaid, please ensure that you provide your telephone number so that the Depositary or Brett's transfer agent may contact you.

10. Important U.S. Federal Income Tax Information for U.S. Shareholders

To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified that any discussion of tax matters set forth in this Letter of Transmittal was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any person, for the purpose of avoiding tax-related penalties under federal, state, or local tax law. You should seek advice based on your particular circumstances from an independent tax advisor.

The tax consequences of the Offer to holders of Common Shares are complex, and depend upon each Shareholder's particular circumstances. See the Circular under the heading "Certain Material U.S. Federal Income Tax Considerations" for further details.

You are urged to consult your own tax advisors regarding the tax consequences of the Offer to you, including the tax consequences that may pertain if Brett and/or Osisko were deemed a "passive foreign investment company" or "controlled foreign corporation" for U.S. federal income tax purposes.

To prevent backup withholding on any payment made to a U.S. Shareholder (or person acting on behalf of a U.S. Shareholder), with respect to Common Shares deposited, each U.S. Shareholder that is a U.S. person (as defined below) must either (1) provide his correct TIN or EIN by completing the Substitute Form W-9 set out in this document, which requires such Shareholder to certify under penalty of perjury: (i) that the TIN or EIN provided is correct (or that such Shareholder is awaiting a TIN or EIN); (ii) that (x) the Shareholder is exempt from backup withholding; (y) the Shareholder has not been notified by the Internal Revenue Service that such Shareholder is subject to backup withholding as a result of a failure to report all interest or dividends; or (z) the IRS has notified the Shareholder that such Shareholder is no longer subject to backup withholding; and (iii) that the Shareholder is a U.S. person (including a U.S. resident alien), or (2) otherwise establish a basis for exemption from backup withholding. If you are a U.S. Shareholder that is not a U.S. Person but provides a mailing address in the United States, you may be required to furnish an applicable IRS Form W-8 to avoid backup withholding. You should speak to your tax advisor to obtain this form.

If backup withholding applies, the Depositary is required to withhold 28% of the amount of any gross payments made pursuant to the Offer. Backup withholding is not an additional tax. Amounts withheld are creditable against the U.S. Shareholder's regular United States federal income tax liability, and any amount overwithheld generally will be refundable to the U.S. Shareholder if the U.S. Shareholder properly files a United States federal income tax return.

Certain U.S. Shareholders are exempt from backup withholding. To prevent possible erroneous backup withholding, an exempt Shareholder must enter its correct TIN or EIN in Part 1 of the Substitute Form W-9, write "Exempt" in Part 2 of such form, and sign and date the form. See the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" that follow these instructions.

You are a U.S. person ("U.S. Person"), if you are, for U.S. federal income tax purposes, (1) an individual citizen or a resident of the United States (including a U.S. resident alien), (2) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or any state thereof (including the District of Columbia), (3) an estate whose income is subject to U.S. federal income tax regardless of its source, or (4) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. Persons are authorized to control all substantial decisions of the trust or certain other electing trusts.

The TIN is generally the U.S. Person's U.S. Social Security number or the U.S. federal employer identification number. The U.S. Person is required to furnish the TIN of the registered holder of the Common Shares. The enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" explain the proper certification to use if the Common Shares are registered in more than one name or are not registered in the name of the actual owner. The U.S. Shareholder may write "Applied For" on the Substitute Form W-9 if the tendering U.S. Person has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. In such case, the Depositary may withhold 28% of the gross proceeds of any payment made to such Shareholder prior to the time a properly certified TIN or EIN is provided to the Depositary. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally a U.S. Shareholder will have 60 days to get a TIN and give it to the requester before such Shareholder is subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. A U.S. Shareholder will be subject to backup withholding on all such payments until such Shareholder provides its TIN to the requester. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

Failure to provide the required information on the Substitute Form W-9 may subject the tendering U.S. Person to a penalty imposed by the Internal Revenue Service and backup withholding at the rate of 28% on any payment made pursuant to the Offer. More serious penalties may be imposed for providing false information which, if wilfully done, may result in fines and/or imprisonment.

Shareholders that are not U.S. Persons but provide a mailing address in the United States will need to submit a properly completed IRS Form W-8BEN or other appropriate IRS Form W-8 signed under penalty of perjury. You should speak to your tax advisor to obtain this form. A failure to properly complete and furnish the appropriate IRS Form W-8 may result in backup withholding.

Each U.S. Shareholder is urged to consult his or her own tax advisor to determine whether such U.S. Shareholder is required to furnish Substitute Form W-9, is exempt from backup withholding and information reporting, or is required to furnish an IRS Form W-8.

11. Assistance

THE DEPOSITARY (SEE BACK COVER PAGE FOR ITS ADDRESS AND TELEPHONE NUMBER) OR YOUR INVESTMENT DEALER, STOCKBROKER, TRUST COMPANY MANAGER, BANK MANAGER, LAWYER OR OTHER PROFESSIONAL ADVISOR WILL BE ABLE TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL.

THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE (TOGETHER WITH CERTIFICATES FOR DEPOSITED SHARES AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY OR A MANUALLY SIGNED FACSIMILE THEREOF MUST BE RECEIVED BY THE DEPOSITARY AT OR PRIOR TO THE EXPIRY TIME.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer — Social Security numbers ("SSNs") have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers ("EINs") have nine digits separated by only one hyphen: i.e., 00-0000000. All "section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

Specific Instructions

Name. If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line.

Limited liability company (LLC). Check the "Limited Liability Company" box only and enter the appropriate code for the tax classification ("D" for disregarded entity, "C" for corporation, "P" for partnership) in the space provided. If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury Regulations section 301.7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line. For an LLC classified as a partnership or a corporation, enter the LLC's name on the "Name" line and any business, trade, or DBA name on the "Business name" line.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Other entities. Enter your business name as shown on required Federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line.

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.)

Exempt From Backup Withholding

If you are exempt, enter your name as described above and check the appropriate box for your status, then check the "Exempt" box in Part II, sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

Exempt payees. Backup withholding is not required on any payments made to the following payees:

1.: An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),
2.: The United States or any of its agencies or instrumentalities,
3.: A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,
4.: A foreign government or any of its political subdivisions, agencies, or instrumentalities, and
5.: An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

1.: A corporation,
2.: A foreign central bank of issue,
3.: A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,
4.: A futures commission merchant registered with the Commodity Futures Trading Commission,
5.: A real estate investment trust,
6.: An entity registered at all times during the tax year under the Investment Company Act of 1940,

7.: A common trust fund operated by a bank under section 584(a), and
8.: A financial institution.
9.: A middleman known in the investment community as a nominee or custodian, or
10.: A trust exempt from tax under section 664 or described in section 4947.

Part I — Taxpayer Identification Number (TIN)

Enter your TIN on the appropriate line.

If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it on the Social Security number line. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are an LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) above), enter your SSN (or EIN, if you have one). If the owner of a disregarded LLC is classified as a corporation or a partnership, enter the owner's EIN.

Note: See the chart on the next page for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form on-line at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses/ and clicking on Employer ID Numbers under Related Topics. You may get Forms W-7 and SS-4 from the IRS by calling 1-800 -TAXFORM (1-800-829-3676) or from the IRS's Internet Web Site at www.irs.gov.

If you do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Writing "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part III — Certification

To establish to the withholding agent that you are a U.S. Person, or resident alien, sign Form W-9. For a joint account, only the person whose TIN is shown in Part I should sign (when required).

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal non tax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

What Name and Number To Give the Requestor

For this type of account:		Give name and SSN or EIN of:



1.	Individual	The individual

2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account⁽¹⁾

3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor⁽²⁾

4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor trustee⁽¹⁾

	b. So-called trust account that is not a legal or valid trust under state law	The actual owner

5.	Sole proprietorship or disregarded entity owned by an individual	The owner⁽³⁾

6.	Disregarded entity not owned by an individual	The owner

7.	A valid trust, estate, or pension trust	Legal entity⁽⁴⁾

8.	Corporate or LLC electing corporate status on Form 8832	The corporation

9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization

10.	Partnership or multi-member LLC	The partnership

11.	A broker or registered nominee	The broker or nominee

12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

1.: List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.
2.: Circle the minor's name and furnish the minor's SSN
3.: You must show your individual name, but you may also enter your business or "DBA" name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, the IRS encourages you to use your SSN.
4.: List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Penalties

1.: Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to wilful neglect.
2.: Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.
3.: Criminal Penalty for Falsifying Information. Falsifying certificates or affirmations may subject you to criminal penalties including fines and/or imprisonment.

The Depositary for the Offer is:


By Mail		By Registered, by Hand or by Courier
The Exchange Tower 130 King Street West, Suite 2950, P.O. Box 361 Toronto, Ontario M5X 1E2		The Exchange Tower 130 King Street West, Suite 2950, Toronto, Ontario M5X 1E2

North American Toll Free Phone:
1-877-659-1824
E-mail: contactus@kingsdaleshareholder.com
Facsimile: 416-867-2271
Toll Free Facsimile: 1-866-545-5580
Outside North America, Banks and Brokers Call Collect: 416-867-2272

Any questions and requests for assistance or additional copies of the Offer and Circular, as varied from time to time, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed by Shareholders to the Depositary at the addresses set out above. You may also contact your broker, investment dealer, bank, trust company or other nominee for assistance concerning the Offer.

Your broker or other financial advisor can assist you in completing this Notice of Guaranteed Delivery.

THIS IS NOT A LETTER OF TRANSMITTAL

NOTICE OF GUARANTEED DELIVERY
for deposit of common shares
of
BRETT RESOURCES INC.
Pursuant to the Offer dated April 13, 2010 made
by
OSISKO MINING CORPORATION

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME)
ON MAY 19, 2010, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN

This Notice of Guaranteed Delivery must be used to accept the offer (the "Offer") set forth in the Offer dated April 13, 2010 (the "Offer") made by Osisko Mining Corporation ("Osisko") for share certificates representing common shares (the "Common Shares") of Brett Resources Inc. ("Brett") only if certificates representing the Common Shares to be deposited are not immediately available or if the holder of Common Shares (each, a "Shareholder") is not able to deliver the certificates and all other required documents to Kingsdale Shareholder Services Inc. (the "Depositary") at or prior to the Expiry Time. This Notice of Guaranteed Delivery may be delivered by hand, by courier, by mail or transmitted by facsimile to the Depositary at its principal office in Toronto, Ontario at the address or facsimile number, as applicable, set out below.

The terms and conditions of the Offer are incorporated by reference in this Notice of Guaranteed Delivery. Capitalized terms used but not defined in this Notice of Guaranteed Delivery which are defined in the Offer and accompanying Circular dated April 13, 2010 (together, the "Offer and Circular") shall have the meanings given to them in the Offer and Circular.

As set forth in Section 3 of the Offer to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery", if a Shareholder wishes to accept the Offer and either (i) the certificates representing such Shareholder's Common Shares are not immediately available or (ii) such Shareholder cannot deliver the certificates and Letter of Transmittal to the Depositary by the Expiry Time, those Common Shares may nevertheless be deposited under the Offer, provided that all of the following conditions are met:

(a): such deposit is made only at the principal office of the Depositary in Toronto, Ontario by or through an Eligible Institution;
(b): this Notice of Guaranteed Delivery (or a manually signed facsimile hereof), properly completed and duly executed, including a guarantee to deliver by an Eligible Institution in the form specified below, is received by the Depositary at its principal office in Toronto, Ontario as set out below, at or prior to the Expiry Time; and
(c): the certificate(s) representing the Deposited Shares in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal in the form accompanying the Offer and Circular (or a manually signed facsimile thereof), relating to such Common Shares, with signatures guaranteed if so required in accordance with the Letter of Transmittal, and all other documents required by the Letter of Transmittal, are received by the Depositary by 5:00 p.m. (Toronto time) on the third trading day on the TSXV after the Expiry Date.

An "Eligible Institution" means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Regulatory Authority or banks or trust companies in the United States.

The undersigned understands and acknowledges that payment for Common Shares deposited and taken up by Osisko under the Offer will be made only after timely receipt by the Depositary of certificate(s) representing the Common Shares, a Letter of Transmittal, or a manually signed facsimile thereof, properly completed and executed, covering such Common Shares, with the signature(s) guaranteed, if so required, in accordance with the instructions set out in the Letter of Transmittal, and all other documents required by the Letter of Transmittal before 5:00 p.m. (Toronto time) on the third trading day on the TSXV after the Expiry Date.

The undersigned further understands and acknowledges that under no circumstances will interest accrue or be paid by Osisko or the Depositary to persons depositing Common Shares on the purchase price of Common Shares purchased by Osisko, regardless of any delay in making such payment, and that the consideration for Common Shares tendered pursuant to the guaranteed delivery procedures will be the same as that for Common Shares delivered to the Depositary before the Expiry Time, even if Common Shares to be delivered pursuant to the guaranteed delivery procedures are not so delivered to the Depositary, and therefore payment by the Depositary on account of such Common Shares is not made, until after the take up and payment for Common Shares under the Offer.

The Offer will be immediately taxable to a Shareholder who is resident in Canada for the purposes of the Income Tax Act (Canada) (the "Tax Act") or a Shareholder who is not resident in Canada for the purposes of the Tax Act and whose Common Shares are "taxable Canadian property" and not "treaty-protected property" (as each term is defined in the Tax Act), unless such Shareholder receives Osisko Common Shares pursuant to the Offer and such Shareholder files a joint tax election form (duly executed by Osisko) with the Canada Revenue Agency and any applicable provincial tax authority by the applicable deadline, in which case a full or partial tax deferral may be obtained. If you are a Shareholder who qualifies as an Eligible Holder and wish to make a tax election, you may request a tax election package by completing Box "5" in the Letter of Transmittal. Alternatively, a tax election package, consisting of the relevant federal tax election forms and a letter of instructions, may be obtained via the internet on Osisko's website at www.osisko.com.

No fractional Osisko Common Shares will be issued pursuant to the Offer. Where the aggregate number of Osisko Common Shares to be issued to a Shareholder as consideration under the Offer would result in a fraction of a Osisko Common Share being issuable, the number of Osisko Common Shares to be received by such Shareholder will be rounded down to the nearest whole number. Any cash consideration owing to Shareholders pursuant to the Offer Consideration will be rounded up to the next whole cent.

Shareholders whose Common Shares are registered in the name of an investment broker, stock broker, bank, trust company or other nominee should immediately contact such nominee for assistance in depositing their Common Shares with the Depositary. Contact details for the Depositary are provided at the end of this Notice of Guaranteed Delivery.

Each authority herein conferred or agreed to be conferred is irrevocable and may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Any deposited Common Shares that are not taken up and paid for by Osisko pursuant to the terms and conditions of the Offer for any reason will be returned, at Osisko's expense, in accordance with the procedures set out in the Letter of Transmittal and the Offer to Purchase and Circular.


TO:		OSISKO MINING CORPORATION
AND TO:		KINGSDALE SHAREHOLDER SERVICES INC., AS DEPOSITARY

DO NOT SEND CERTIFICATES FOR COMMON SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR COMMON SHARES MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL.

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO ANY OFFICE OTHER THAN THE TORONTO OFFICE OF THE DEPOSITARY AS SET FORTH BELOW OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN THE NUMBER SET FORTH BELOW DOES NOT CONSTITUTE DELIVERY FOR PURPOSES OF SATISFYING A GUARANTEED DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES ON THE LETTER OF TRANSMITTAL. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION, SUCH SIGNATURE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.

The undersigned hereby deposits with Osisko, upon the terms and subject to the conditions set forth in the Offer and in the related Letter of Transmittal, receipt of which is hereby acknowledged, Common Shares listed below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

Certificate Number(s) (if available)		Name and Address of Registered Shareholder (please print)			Number of Common Shares Represented by Certificate		Number of Common Shares Deposited









					TOTAL

(Please print or type. If space is insufficient, please attach a list to this Notice of Guaranteed Delivery
in the above form.)


(Daytime Area Code and Telephone Numbers)		(Signature of Shareholder)
(Date)		(Please Print Name of Shareholder)

GUARANTEE OF DELIVERY
(Not to be used for signature of guarantee)

The undersigned, an Eligible Institution, guarantees delivery to the Depositary at its address in Toronto, Ontario set forth herein of the certificate(s) representing Common Shares deposited hereby, in proper form for transfer together with a properly completed and duly signed Letter of Transmittal (or a manually signed facsimile thereof), relating to such Common Shares, with signatures guaranteed if so required in accordance with the Letter of Transmittal, and all other documents required by such Letter of Transmittal, are received at the Toronto, Ontario office of the Depository by 5:00 p.m. (Toronto time) on the third trading day on the TSXV after the Expiry Date.


Name of Firm		Authorized Signature
Address of Firm		Name (please print)
		Title
Zip Code/Postal Code		Date
Area Code and Telephone Number

The Depositary and Information Agent for the Offer is:


By Mail		By Registered, by Hand or by Courier
The Exchange Tower 130 King Street West, Suite 2950, P.O. Box 361 Toronto, Ontario M5X 1E2		The Exchange Tower 130 King Street West, Suite 2950, Toronto, Ontario M5X 1E2

A Letter to Brett Resources Inc. Shareholders, from Osisko Mining Corporation

April 13, 2010

Dear Brett Resources Shareholder,

As you may already be aware, Osisko Mining Corporation (“Osisko”) has made a premium offer (the “Offer”) for your Brett Resources Inc. (“Brett”) shares. This potential transaction represents an excellent opportunity for both Brett shareholders and Osisko. The details of the transaction are contained in the accompanying offer documents.

PREMIUM OFFER FOR BRETT SHARES

Osisko is offering to purchase all of the issued and outstanding common shares of Brett on the basis of 0.34 of an Osisko common share and $0.0001 in cash for each common share of Brett.

The Offer represents a premium of approximately 56.1% over the March 16, 2010 closing price of the Brett common shares on the TSXV of $1.98, based on a closing price of $9.09 per Osisko common share on the TSX on that same date, which was the last trading day for the Brett common shares prior to Osisko’s announcement of its intention to make the Offer.

The Offer also represents a premium of approximately 52.5% based on the volume weighted average prices of Osisko and Brett for the 20 trading days ended March 16, 2010 on the TSX and TSXV, respectively.

CREATING ENHANCED VALUE THROUGH COMBINATION

We believe that an Osisko-Brett business combination presents an enhanced value creation opportunity for both Osisko shareholders and Brett shareholders.

Osisko forecasts that 2012 production from its Canadian Malartic project will be approximately 688,000 ounces of gold and Brett has a preliminary assessment that indicates potential average production from Hammond Reef of approximately 463,000 ounces of gold per year during the first six years of production. Completion of the proposed transaction will result in Brett shareholders owning part of what is expected to be a mid-tier gold producer by the second quarter of 2011. Osisko’s management has experience and a track record for mine-building, mine permitting and mine operations, with a team that has collectively built, permitted and operated numerous mines in Quebec and internationally.

GREATER SIZE EQUALS ENHANCED LIQUIDITY AND LOWER COST OF CAPITAL

In addition to the potential to realize greater production results, a larger company would also present other benefits. Osisko common shares are listed on the TSX and trade a significantly larger volume of shares per day. Upon completion of the Offer, former Brett shareholders will have greater trading liquidity and exposure to a larger shareholder base.

With near-term producer status, the potential for a growing resource base at both Canadian Malartic and Hammond Reef, access to capital from Osisko’s near-term production and an experienced management team, we believe the combination of Osisko and Brett makes solid business sense for both companies and their shareholders.

STRONG EARLY SUPPORT FOR THE TRANSACTION

Brett’s Board of Directors and a special committee of the Brett Board of Directors comprised of independent directors received fairness opinions from their financial advisors that, subject to the scope of the review, analysis undertaken and various assumptions, limitations and qualifications set forth in the opinions, the consideration offered to Brett Shareholders pursuant to the Offer is fair, from a financial point of view, to the Brett Shareholders (other than Osisko and its affiliates).

Brett’s Board of Directors has unanimously determined that the Offer is fair and is in the best interests of Brett and the Shareholders and therefore recommends that Shareholders accept the Offer and tender their Brett common shares to the Offer.

All of the directors and officers of Brett have entered into Lock-Up Agreements pursuant to which they have agreed to deposit all Brett common shares held by them, representing approximately 5.0% of Brett’s issued and outstanding common shares, to the Offer. In addition, the Offer has the support of certain institutional and other shareholders of Brett who have agreed to tender their Brett common shares to the Offer, which together represent approximately 16.5% of the issued and outstanding Brett common shares.

Notwithstanding the strong initial support we have received in connection with the Offer, if you decide to tender your Brett common shares to the Offer, we urge you to do so as soon as possible.

We look forward to welcoming you as new shareholders of Osisko.

Best Regards,

/s/ Sean Roosen

Sean Roosen, President, Chief Executive Officer and Director,
Osisko Mining Corporation

Questions and requests should be directed to the depositary and information agent,
Kingsdale Shareholder Services Inc.,

North American Toll Free Number: 1-877-659-1824
Outside North America, Banks and Brokers Call Collect: 416-867-2272

National Instrument 43-101 — Standards for Disclosure for Mineral Projects

Mr. Bob Wares, P.Geo., Executive Vice-President and COO of Osisko, a Qualified Person under NI 43-101, has read and approved the scientific and technical information in this document. Mr. Joe Ringwald, P.Eng. and Vice-President of Brett, a Qualified Person under NI 43-101 has read and approved the technical information in this document. This document contains information relating to a preliminary assessment that includes inferred mineral resources which are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. For further information on the Canadian Malartic project, please see Osisko’s “Updated Resource and Reserve Estimates for the Canadian Malartic Project, Malartic, Quebec” completed by Elzéar Belzile, Ing., and Louis-Pierre Gignac, Ing., March 22, 2010. For further information on Hammond Reef please see Brett’s “Preliminary Assessment of the Hammond Reef Gold Project, Atikokan, Ontario, Canada”; completed by Scott Wilson Roscoe Postle Associates Inc., November 27, 2009.

This document contains forward-looking information, specifically in respect of the forecast production from Osisko’s Canadian Malartic project and Brett’s Hammond Reef property. The material factors and assumptions on which this forward-looking information is based, the material risks associated therewith and the obligations of Brett and Osisko to update forward-looking information are referenced in the accompanying Directors’ Circular of Brett and Take-Over Bid Circular of Osisko.

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

INDEMNIFICATION

Under the Canada Business Corporations Act, the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity and provided that the director, officer or other individual acted honestly and in good faith with a view to the best interest of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant's request and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director, officer or other individual referred to above is entitled to indemnification from the Registrant as a matter of right if he was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and fulfilled the conditions set forth above.

A policy of directors' and officers' liability insurance is maintained by the Registrant which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the Registrant's By-Laws and the Canada Business Corporations Act.

Insofar as indemnification for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the United States Securities and Exchange Commission such indemnification is against public policy in the United States as expressed in the Securities Act and is therefore unenforceable.

EXHIBITS

The exhibits specified below are filed as exhibits to this registration statement:

Exhibit No.		Description

1.1		Press release dated March 22, 2010 relating to the Registrant's intention to make an offer for all outstanding shares of Brett (incorporated by reference to the Registrant's filing pursuant to Rule 425 (Commission File No. 132-02710).
2.1		Support Agreement dated March 21, 2010 by and between the Registrant and Brett.
2.3		Forms of Lock-Up Agreements.
3.1		Annual Information Form of the Registrant dated March 30, 2010 for the Fiscal Year ended December 31, 2009.
3.2		Management information circular of the Registrant dated May 21, 2009 prepared in connection with the annual meeting of shareholders of the Registrant held on June 30, 2009.
3.3		Annual audited consolidated financial statements of the Registrant and the notes thereto as at December 31, 2009 and 2008 and for each of the fiscal years ended December 31, 2009 and 2008, together with the report of the auditors thereon, and management's discussion and analysis relating thereto.
3.4		Material change report of the Registrant dated March 26, 2010 regarding the Registrant's announcement of its intention to make the Offer for Brett.

II-1

Exhibit No.		Description

3.5		Material change report of the Registrant dated March 30, 2010 regarding the Registrant's announcement of an updated reserve and resource at Canadian Malartic project.
4.1		Consent of PricewaterhouseCoopers LLP.
4.2		Consent of David Runnels, BBA.
4.3		Consent of B. Terrence Hennessey, Micon International.
4.4		Consent of Elzéar Belzile, Belzile Solutions.
4.5		Consent of Louise-Pierre Gignac, G Mining.
4.6		Consent of André-Martin Bouchard, Genivar.
4.7		Consent of Michel R. Julien, Golder.
4.8		Consent of Richard Gowans, Micon International.
4.9		Consent of Robert Wares P. Geo and Chief Operating Officer of the Registrant.
4.10		Consent of Fraser Milner Casgrain LLP.
5.1		Power of Attorney of certain officers and directors of the Registrant (included on signature page).

II-2

PART III

UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertakings.

(a): Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-8 or to transactions in said securities.
(b): Registrant further undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to any applicable Canadian federal and/or provincial or territorial law, regulation or policy, information regarding purchases of the Registrant's securities or of the subject issuer's securities during the exchange offer. Such information shall be set forth in amendments to this Form.

Item 2. Consent to Service of Process.

(a): Concurrently with the filing of this Registration Statement, Registrant has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
(b): Not applicable.
(c): Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the relevant registration statement.

III-1

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, Country of Canada on April 13, 2010.


		Osisko Mining Corporation (Registrant)
		By:		/s/ SEAN ROOSEN Sean Roosen President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sean Roosen and Bryan A. Coates, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, from such person and in each person's name, place and stead, in any and all capacities, to sign a registration statement on Form F-8 for purposes of registering equity securities of Osisko Mining Corporation, and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he or she might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on April 13, 2010.

Signature	Title	Date


/s/ VICTOR BRADLEY Victor Bradley	Director and Chairman of the Board of Directors	April 13, 2010
/s/ SEAN ROOSEN Sean Roosen	President, Chief Executive Officer and Director (Principal Executive Officer)	April 13, 2010
/s/ BRYAN A. COATES Bryan A. Coates	Chief Financial Officer (Principal Financial and Accounting Officer)	April 13, 2010
/s/ ANDRÉ J. DOUCHANE André J. Douchane	Director	April 13, 2010
/s/ STAPH LEAVENWORTH BAKALI Staph Leavenworth Bakali	Director	April 13, 2010
/s/ NORMAN STORM Norman Storm	Director	April 13, 2010
/s/ SERGE VÉZINA Serge Vézina	Director	April 13, 2010
/s/ ROBERT WARES Robert Wares	Director	April 13, 2010

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement solely in the capacity of the duly authorized representative of Osisko Mining Corporation, on April 13, 2010.


		Goodwin Procter LLP
		/s/ MARTIN C. GLASS Name: Martin C. Glass Title: Partner

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PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Item 1. Jurisdiction Document.

Item 2. Informational Legends.

Item 3. Incorporation of Certain Information by Reference.

Item 4. List of Documents Filed with the Commission.

NOTICE TO UNITED STATES SHAREHOLDERS
TABLE OF CONTENTS
NOTICE TO HOLDERS OF CONVERTIBLE SECURITIES
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
INFORMATION CONCERNING BRETT
REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES
CAUTIONARY NOTE CONCERNING MINERAL RESOURCE CALCULATIONS
QUESTIONS AND ANSWERS ABOUT THE OFFER
SUMMARY OF THE OFFER
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Summary of Pro Forma Consolidated Financial Information for Osisko (amounts expressed in thousands of dollars, except per share amounts) (unaudited)
Summary of Consolidated Financial Information for Osisko (amounts expressed in thousands of dollars, except per share amounts)
Summary of Consolidated Financial Information for Brett (amounts expressed in thousands of dollars, except per share amounts)
GLOSSARY
OFFER

April 13, 2010

CIRCULAR
Summary of Pro Forma Consolidated Financial Information for Osisko (amounts expressed in thousands of dollars, except per share amounts) (unaudited)
Summary of Consolidated Financial Information for Osisko (amounts expressed in thousands of dollars, except per share amounts)
Summary of Consolidated Financial Information for Brett (amounts expressed in thousands of dollars, except per share amounts)
PRO FORMA OSISKO COMMON SHARES OUTSTANDING AND OWNERSHIP
CONSENT OF COUNSEL
AUDITORS' CONSENT
APPROVAL AND CERTIFICATE
SCHEDULE "A"
OSISKO MINING CORPORATION PRO FORMA CONSOLIDATED BALANCE SHEET (unaudited, tabular amounts expressed in thousands of dollars)
OSISKO MINING CORPORATION PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS For the year ended December 31, 2009 (unaudited, tabular amounts expressed in thousands of dollars, except per share amounts)
OSISKO MINING CORPORATION NOTES TO THE PRO FORMA CONSOLIDATED STATEMENTS As at December 31, 2009 (unaudited, tabular amounts expressed in thousands of dollars, except per share amounts)
SHAREHOLDER SIGNATURE
BOX 5 TAX DEFERRAL ELECTION FOR CANADIAN TAX PURPOSES
SUBSTITUTE FORM W-9 TO BE COMPLETED BY U.S. SHAREHOLDERS ONLY
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I OF THIS SUBSTITUTE FORM W-9
GUARANTEE OF DELIVERY (Not to be used for signature of guarantee)
PART II INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
EXHIBITS
PART III UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertakings.

Item 2. Consent to Service of Process.

SIGNATURES
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
EX-2.1 2 a2197935zex-2_1.htm EXHIBIT 2.1

Exhibit 2.1

OSISKO MINING CORPORATION

and

BRETT RESOURCES INC.

SUPPORT AGREEMENT

March 21, 2010

TABLE OF CONTENTS

		Page

ARTICLE 1 INTERPRETATION		2

1.1	Definitions	2
1.2	Singular, Plural, etc.	11
1.3	Deemed Currency	11
1.4	Headings, etc.	11
1.5	Date for any Action	11
1.6	Accounting Matters	11
1.7	Certain Expressions	11
1.8	Governing Law	11
1.9	Knowledge	12
1.10	Incorporation of Schedules and Exhibit	12

ARTICLE 2 THE OFFER		12

2.1	The Offer	12
2.2	Conditions to Making of the Offer	14
2.3	Directors’ Circular	16
2.4	Offer Documents	17
2.5	Subsequent Acquisition Transaction or Compulsory Acquisition	17
2.6	Waiver of Standstill	18
2.7	Registrar and Transfer Agent and Information Agent	18
2.8	Treatment of Options and Warrants	18

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE OFFEROR		19

3.1	Organization	20
3.2	Authority	20
3.3	Capitalization	20
3.4	Listing	20
3.5	Disclosure Filings	20
3.6	Offeror Disclosure Documents	21
3.7	Absence of Certain Changes or Events	21
3.8	Financial Statements	21
3.9	No Conflict or Violation	21
3.10	Compliance with Laws	21
3.11	Litigation	22
3.12	No Insolvency	22
3.13	Consents	22
3.14	Assets	22
3.15	Mineral Properties	22
3.16	Offeror Shares	23
3.17	Residency	23
3.18	Place of Principal Offices	23
3.19	Foreign Private Issuer	23

3.20	Investment Company	23

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		23

4.1	Organization	24
4.2	Authority	24
4.3	Capitalization	25
4.4	Options to Purchase Shares	25
4.5	Listing	25
4.6	Disclosure Filings	25
4.7	Company Disclosure Documents	25
4.8	No Conflicts or Violations	26
4.9	No Material Adverse Change	27
4.10	Brokerage Fees	27
4.11	Consents	27
4.12	Conduct of Business	27
4.13	Licenses	28
4.14	Reports	29
4.15	Books and Records	29
4.16	Outstanding Acquisitions or Dispositions	29
4.17	No Undisclosed Material Liabilities	30
4.18	Real Property	30
4.19	No Guarantees or Indemnities	30
4.20	No Swaps	30
4.21	No Shareholder Agreement	30
4.22	Material Contracts	31
4.23	Mineral Properties	31
4.24	Litigation	32
4.25	No Insolvency	32
4.26	Officer Obligations	32
4.27	Business in Compliance with Laws	33
4.28	Employment Matters	33
4.29	Tax Matters	34
4.30	Environmental Matters	36
4.31	Insurance	38
4.32	Related Party Transactions	38
4.33	Privacy Laws	38
4.34	Residency	38
4.35	Shareholder Rights Plan	38
4.36	Foreign Private Issuer	38
4.37	Investment Company	39

ARTICLE 5 CONDUCT OF BUSINESS		39

5.1	Conduct of Business by the Company	39

ARTICLE 6 COVENANTS OF THE COMPANY		43

6.1	Non-Solicitation	43
6.2	Right to Match	46

6.3	Termination Fee	47
6.4	Injunctive Relief	48
6.5	Board of Directors of the Company	48
6.6	Consents	48
6.7	Market Purchases	48
6.8	Cooperation	48

ARTICLE 7 COVENANTS OF OFFEROR		49

7.1	Directors’ and Officers’ Insurance; Indemnification	49
7.2	Officers and Employees	49

ARTICLE 8 MUTUAL COVENANTS		49

8.1	Notice Provisions	49
8.2	Additional Agreements and Filings	50
8.3	Access to Information	51
8.4	Publicity	51
8.5	Privacy Matters	51

ARTICLE 9 TERMINATION, AMENDMENT AND WAIVER		52

9.1	Termination	52
9.2	Effect of Termination	54
9.3	Amendment	54
9.4	Waiver	54

ARTICLE 10 GENERAL PROVISIONS		55

10.1	Notices	55
10.2	Miscellaneous	56
10.3	Binding Effect and Assignment	56
10.4	Expenses	56
10.5	Survival	56
10.6	Severability	57
10.7	Counterpart Execution	57

iii

SUPPORT AGREEMENT

THIS AGREEMENT made as of the 21st day of March, 2010.

BETWEEN:

OSISKO MINING CORPORATION, a company governed by the laws of Canada

(the “Offeror”)

– and –

BRETT RESOURCES INC., a company governed by the laws of the Province of British Columbia

(the “Company”)

WHEREAS the Offeror desires to acquire all of the Common Shares (as hereinafter defined) of the Company prior to the Expiry Time (as hereinafter defined) and is prepared to make an offer to acquire such Common Shares;

AND WHEREAS the Company has entered into a lock up agreement with each of the officers and directors of the Company (collectively, the “Lock-Up Agreements”) pursuant to which they have each agreed to tender their Common Shares to the Offer on the terms and subject to the conditions set forth in such Lock-Up Agreement;

AND WHEREAS the board of directors of the Company (the “Board of Directors”) has determined, after consultation with its financial and legal advisors, that the consideration per Common Share to be received by the Shareholders (as hereinafter defined) pursuant to the Offer (as hereinafter defined) is fair and that the transactions contemplated in the Offer are in the best interests of the Company and the Shareholders and the Board of Directors has resolved to support the Offer and to recommend acceptance of the Offer to Shareholders (other than the Offeror), all on the terms and subject to the conditions contained herein;

AND WHEREAS the Board of Directors has determined that it would be in the best interests of the Company and the Shareholders for the Company to enter into this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby covenant and agree as follows:

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms have the meanings set forth below.

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an affiliate; “control” as used with respect to any Person, means the possession, directly or indirectly, of the power, in fact, to appoint the directors, management committee or similar managing body of such Person, through the ownership of voting securities.

“Agreement”, “this Agreement”, “herein”, “hereto”, and “hereof” and similar expressions refer to this Agreement, including the Schedules hereto, as the same may be amended or supplemented from time to time.

“Alternative Transaction” means (i) any merger, amalgamation, take-over bid, tender offer, arrangement, recapitalization, consolidation, reorganization, business combination, liquidation, dissolution or security exchange involving directly or indirectly the Company or any of its Subsidiaries, (ii) any direct or indirect sale or acquisition of assets representing 20% or more of the fair market value of the assets of the Company and its Subsidiaries on a consolidated basis, in a single transaction or a series of related transactions, (iii) any direct or indirect sale or acquisition of beneficial ownership of 20% or more of the Company’s shares of any class or rights or interests therein or thereto, in a single transaction or a series of related transactions, (iv) any similar business combination or transaction, of or involving the Company or any of its Subsidiaries, or (v) any proposal or offer to, or public announcement of an intention to do, any of the foregoing from any Person other than the Offeror, excluding the Offer or any transaction to which the Offeror or an Affiliate of the Offeror or its Subsidiaries is a party.

“Annual Financial Statements” means the annual audited consolidated financial statements of the Company for the fiscal years ended on August 31, 2009 and August 31, 2008, true and complete copies of which have been filed on SEDAR.

“Bid Circular” has the meaning set forth in Section 2.1(c).

“Board of Directors” has the meaning set forth in the recitals to this Agreement.

“Books and Records” means the Financial Records and all other books, records, files and papers of the Company and its Subsidiaries, including drawings, engineering information, manuals and data; sales and advertising materials, sales and purchase correspondence, trade association files, research and development records; lists of present and former customers and suppliers, personnel, employment and other records, and all records, data and information stored electronically, digitally or on computer-related media.

“Business Day” means any day except a Saturday, Sunday or statutory holiday in Toronto, Ontario or Vancouver, British Columbia.

“Common Shares” means the common shares of the Company.

“Company” means Brett Resources Inc.

“Company Budget” has the meaning set out in Section 5.1(b)(xiii).

“Company Disclosure Documents” means:

(a) the annual information form of the Company dated January 15, 2010 for the year ended August 31, 2009;

(b) the management information circular of the Company dated November 12, 2009;

(c) the annual audited consolidated financial statements of the Company for the year ended August 31, 2009 and August 31, 2008;

(d) the management discussion and analysis of the Company for the fiscal year ended August 31, 2009;

(e) the unaudited consolidated interim financial statements of the Company for the three months ended November 30, 2009;

(f) the management discussion and analysis of the Company for the interim period ended November 30, 2009; and

(g) all material change reports filed by the Company on SEDAR after August 31, 2009.

“Company Disclosure Letter” means the letter dated the date of this Agreement from the Company to the Offeror delivered concurrently with this Agreement.

“Company Plans” means all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, share purchase, share compensation, disability, pension or retirement plans and other employee compensation, retention or benefit plans, policies or arrangements that are maintained by or binding upon the Company or its Subsidiaries.

“Compulsory Acquisition” means an acquisition by the Offeror of Common Shares not tendered to the Offer utilizing the provisions of Section 300 of the Business Corporations Act (British Columbia).

“Confidentiality Agreement” means the confidentiality agreement dated as of March 10, 2009 between the Company and the Offeror.

“Contaminant” means any asbestos, asbestos containing materials or urea formaldehyde, hydrocarbons, chlorinated solvents, polychlorinated biphenyls (“PCBs”), PCB-containing equipment or materials, lead, contaminant pollutants, substances of a deleterious, dangerous,

hazardous, corrosive or toxic nature, dangerous goods, special subjects, or hazardous waste, or any other substance that is regulated under any applicable Environmental Law with respect to its presence, use, collection, storage, transportation, treatment or disposal.

“Contemplated Transactions” means the making of the Offer, the consummation of the transactions contemplated herein and all actions and negotiations in contemplation thereof, including the Offer, the take-up of Common Shares under the Offer, any Compulsory Acquisition, any Subsequent Acquisition Transaction and any subsequent combination of the Offeror and the Company.

“Contract” means any contract, agreement, commitment, undertaking, licence, note, bond, mortgage, indenture, loan or deed of trust, whether or not in writing, including tenant leases.

“Directors’ Circular” has the meaning set forth in Section 2.2(j).

“Effective Time” means the time that the Offeror shall have taken up the number of Common Shares sufficient to satisfy the Minimum Condition.

“Employees” means all individuals employed by, or who have entered into a consulting agreement with, the Company and its Subsidiaries on a full-time, part-time or temporary basis including all individuals on disability leave, parental leave or other absence from work.

“Encumbrances” means any mortgage, trust, lien, pledge, charge, security interest, restriction, claim, easement, encroachment, leasehold estate, defect, encumbrance, right to use or acquire, ownership interest, action, demand or other encumbrance of any nature whatsoever.

“Environmental Laws” means all applicable supranational, federal, provincial, municipal, state, local and foreign statutes, laws, by-laws, ordinances, rules, certificates, orders, injunctions, arbitral awards, grants, regulations and other authorizations of any Governmental Authority imposing liability or standards of conduct for or relating to the regulation of activities, materials, substances, wastes or Contaminants in connection with or for or to the protection of human health, occupational health and safety, the environment or natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation) and under common law.

“Environmental Permit” means any permit, approval, authorization, licence, certificate, registration, or consent issued by any Governmental Authority pursuant to any Environmental Laws.

“Equity Participation Agreement” means the equity participation agreement entered into between the Company and Kinross Gold Corporation, dated July 31, 2008.

“Expiry Date” means the date on which the Expiry Time occurs.

“Expiry Time” has the meaning set forth in Section 2.1(b).

“Fairness Opinions” means the opinions of the Company’s financial advisors, Genuity Capital Markets and Dundee Securities Corporation, that the consideration to be offered to Shareholders

under the Offer is fair, from a financial point of view, to Shareholders, other than the Offeror and their Affiliates, a complete copy of which shall be attached to the Directors’ Circular.

“Financial Records” means all of the books of account and other financial data and information of the Company and its Subsidiaries, and includes all such records, data and information stored electronically, digitally or on computer-related media.

“Financial Statements” means the Annual Financial Statements and the Interim Financial Statements.

“Frankfurt” means the Frankfurt Stock Exchange.

“Fully-Diluted Basis” means, with respect to the number of outstanding common shares of a company at any time, such number of common shares calculated assuming that all share purchase warrants, stock options and other securities exercisable or convertible into Common Shares are exercised or converted, as applicable, for Common Shares.

“GAAP” means Canadian generally accepted accounting principles, applied on a consistent basis.

“Governmental Authority” means (a) any domestic, federal, state, provincial, territorial, municipal, local, foreign or supranational regulatory authority or government department or agency, commission, ministry, office, court, tribunal, Crown corporation, stock exchange, central bank, or any other similar entity having jurisdiction over the affairs of the Company or its subsidiaries, (b) any subdivision or authority thereof or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“Improvements” means all buildings, fixtures, sidings, parking lots, roadways, structures, erections, fixed machinery, fixed equipment and appurtenances situate on, in, under, over or forming part of, any Real Property.

“Intellectual Property” means all of the rights to and interests of the Company and its Subsidiaries in intellectual property including without limitations all copyrights, trademarks, patents, design rights and trade secrets.

“Interim Financial Statements” means the unaudited consolidated interim financial statements of the Company for the three month period ended on November 30, 2009, true and complete copies of which have been filed on SEDAR.

“Latest Mailing Time” has the meaning set forth in Section 2.1(c).

“Laws” means all applicable laws including Securities Laws, statutes, by-laws, rules, regulations, orders, codes, policies, notices and directions and judicial, arbitral, administrative, ministerial or departmental judgments, awards, or other requirements of any Governmental Authority, court or other authority having jurisdiction over the applicable Party.

“Leased Premises” means the Real Property that is leased, subleased, licensed to or otherwise occupied by, the Company or any of its Subsidiaries, including all Improvements situate on, in, under, over or forming part of such Real Property. For greater certainty, “Leased Premises” shall not include mining leases, mining claims or other property, proprietary or contractual interests or rights including interests and rights under option and/or joint venture agreements, in respect of the ore bodies and minerals located in properties in which the Company has an interest

“Legal Proceeding” means any litigation, action, application, suit, investigation, hearing, claim, deemed complaint, grievance, civil, administrative, regulatory or criminal, arbitration proceeding or other similar proceeding, before or by any court or other tribunal or Governmental Authority and includes any appeal or review thereof and any application for leave for appeal or review.

“Licence” means any licence, permit, authorization, approval or other evidence of authority issued or granted to, conferred upon, or otherwise created for, the Company or any of its Subsidiaries by any Governmental Authority.

“Lock-Up Agreements” has the meaning set forth in the recitals to this Agreement.

“Material Adverse Change” means, in respect of the Offeror or the Company, any one or more changes, events or occurrences, and “Material Adverse Effect” means, in respect of the Offeror or the Company, any state of facts, which, in either case, either individually or in the aggregate, are, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, prospects, properties, assets, liabilities or financial condition of the Offeror on a consolidated basis, or of the Company on a consolidated basis, other than any change, effect, event or occurrence (i) relating to the global economy or securities markets in general, (ii) affecting the worldwide mining industry in general and which does not have a materially disproportionate effect on the Offeror or the Company on a consolidated basis, respectively, (iii) resulting from changes in the price of gold, (iv) relating to the rate at which Canadian dollars can be exchanged for United States dollars or vice versa, (v) in GAAP, or (v) a change in the trading price of the Offeror Shares or the Common Shares following and reasonably attributable to the disclosure of the Arrangement and the other transactions contemplated herein

“Material Contract” means any contract to which the Company or any of the Subsidiaries is a party or by which any of them or their properties or assets are bound that: (a) provide for obligations of the Company and/or its Subsidiaries exceeding $100,000; (b) if terminated, would reasonably be expected to have a Material Adverse Change; (c) is a contract that contains any non-competition obligations or otherwise restricts in any material way the business of the Company or any of its Subsidiaries; (d) is a contract pursuant to which the Company or any of its Subsidiaries provides an indemnification to any other person (other than the Company or any of its Subsidiaries, or a director or officer of the Company or any of its Subsidiaries), (e) is for borrowed money; (f) contains a guarantee of an obligation of a third party; (g) provides for termination, payment or other event to occur as a result of the Contemplated Transactions in any manner; or (h) is otherwise material to the Company and its Subsidiaries taken as a whole.

“Minimum Condition” means the condition set forth in paragraph (a) of Schedule “A”.

“Misrepresentation” has the meaning ascribed thereto in the Securities Act (Ontario), as amended.

“Offer” has the meaning set forth in Section 2.1(a).

“Offer Documents” has the meaning set forth in Section 2.4(a).

“Offeror Annual Financial Statements” means the annual audited consolidated financial statement of the Offeror as at and for the years ended December 31, 2009 and December 31, 2008.

“Offeror Board” means the board of directors of the Offeror.

“Offeror Disclosure Documents” means

(a) the annual information form of the Offeror for the fiscal year ended December 31, 2008;

(b) the management information circular of the Offeror dated May 21, 2009;

(c) the annual audited consolidated financial statements of the Offeror for the years ended December 31, 2009 and December 31, 2008;

(d) the management discussion and analysis of the Offeror for the years ended December 31, 2009 and December 31, 2008;

(e) the unaudited interim consolidated financial statements of the Offeror for the nine months ended September 30, 2009;

(f) the management discussion and analysis of the Offeror for the nine months ended September 30, 2009; and

(g) all material change reports filed by the Offeror on SEDAR after December 31, 2009.

“Offeror Disclosure Letter” means the letter dated the date of this Agreement from the Offeror to the Company delivered concurrently with this Agreement.

“Offeror Financial Statements” means the Offeror Annual Financial Statements and the Offeror Interim Financial Statements.

“Offeror Interim Financial Statements” means the unaudited interim financial statements of the Offeror as at and for the nine months ended September 30, 2009.

“Offeror Shares” means the common shares in the capital of the Offeror.

“Officer Obligations” means any obligations or liabilities of the Company or any of its Subsidiaries in existence on the date hereof to pay any amount to its officers and/or directors (other than for salary, benefits and directors’ fees in the ordinary course) and, without limiting

the generality of the foregoing, Officer Obligations shall include the obligations of the Company or any of its Subsidiaries to officers and/or directors for severance or termination payments on a change of control of the Company pursuant to any employment agreements or otherwise in existence on the date hereof.

“Options” means any options to acquire Common Shares issued pursuant to the Company’s Stock Option Plan, as specified in the Company Disclosure Letter.

“Outside Date” means 120 days from the date of this Agreement, subject to the right of either the Offeror or the Company to postpone the Outside Date for up to an additional 60 days (in increments of 30 days) if applicable regulatory approvals have not been obtained and have not been denied by a non-appealable decision of a Governmental Authority, by giving written notice to the other Parties to such effect no later than 5:00 p.m. (Vancouver time) on the date that is 10 days (or such shorter period as is practical in the circumstances) prior to the original Outside Date (and any subsequent Outside Date), or such later date as may be agreed to in writing by the Offeror and the Company.

“Parties” means the Offeror and the Company, and “Party” means either of them.

“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, corporation, limited liability company, unlimited liability company, governmental, regulatory or court authority, and a natural person in such person’s capacity as executor, administrator or other legal representative.

“Personal Information” means information about an identifiable individual as defined in the respective Privacy Law.

“Premises Lease” means a lease, an agreement to lease, a sublease, a license agreement and an occupancy or other agreement under which the Company or any of its Subsidiaries has the right, or the Company or any of its Subsidiaries has granted to another Person the right, to use or occupy any Leased Premises.

“Privacy Law” means the Personal Information Protection and Electronic Documents Act (Canada), the Freedom of Information and Protection of Privacy Act (Ontario) and any comparable Law of any other province or territory of Canada.

“Real Property” means: (a) the Leased Premises; and (b) any ownership interest in any lands (together with all easements, rights-of-way and interests appurtenant to them) and the Improvements thereon.

“Recommendation” has the meaning set forth in Section 2.3(a).

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Authorities as set out in Schedule “B” hereto;

“Release” means any release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or migrating to, into or through the environment.

“Replacement Options” has the meaning set forth in Section 2.8(a).

“Representatives” of a Person means such Person’s officers, directors, employees, advisors, representatives and agents.

“Response Period” has the meaning set forth in Section 6.2(a)(ii).

“SEC” means the United States Securities and Exchange Commission.

“Securities Authorities” means the TSXV, TSX and the applicable securities commissions or similar regulatory authorities in Canada and each of the provinces thereof.

“Securities Laws” has the meaning set forth in Section 2.4(a).

“SEDAR” means the System for Electronic Document Analysis and Retrieval operated by the Canadian Securities Administrators.

“Shareholders” means the registered or beneficial holders of the issued and outstanding Common Shares.

“Stock Option Plan” means, collectively, the Company’s Stock Option Plan as approved by the Board of Directors on November 5, 2008, as amended, supplemented or replaced from time to time, and any other plan, agreement or arrangement that has been approved by the Shareholders that provides for the issuance of options to acquire Common Shares.

“Subsequent Acquisition Transaction” means any proposed arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other transaction involving the Company and/or its Subsidiaries and the Offeror or an Affiliate of the Offeror which, if successfully completed, will result in the Offeror owning, directly or indirectly, all of the Common Shares.

“Subsidiary” has the meaning set forth in the Securities Act (British Columbia).

“Superior Proposal” has the meaning set forth in Section 6.1(a).

“Swaps” means any transaction that is a rate swap transaction, basis swap, forward rate transaction, commodity swap, hedge, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, forward sale, exchange traded futures contract or any other similar transaction (including any option with respect to any of these transactions or any combination of these transactions).

“Take-Up Date” means the date that the Offeror first takes up Common Shares pursuant to the Offer.

“Tax Act” means the Income Tax Act (Canada), as amended.

“Tax Returns” means all returns, reports, declarations, elections, notices, filings, forms, information returns, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

“Taxes” means all taxes, duties, fees, premiums, assessments, levies and other fees of any kind whatsoever levied by any Governmental Authority, or to be paid, under any tax laws, including, without limitation, income tax, value added tax, goods and services tax, sales tax, employment tax, health tax, royalties, payroll tax, mining tax, property tax, corporate tax, tax on capital, withholding tax, capital gains tax, customs duties, transfer fees, stamp duty, compulsory contributions pursuant to a social security system due and payable and/or required to be withheld from compensation paid or accrued by the Company or any of its Subsidiaries to their employees, and any interest or penalties thereon.

“Termination Fee” has the meaning set forth in Section 6.3(a)(i).

“Transferred Information” means the Personal Information (namely, information about an identifiable individual other than their business contact information, when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to the Offeror or any of its Representatives or agents by or on behalf of the Company as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to the Offeror prior to the execution of this Agreement.

“TSX” means the Toronto Stock Exchange.

“TSXV” means the TSX Venture Exchange.

“United States Securities Laws” means the 1933 Act, the 1934 Act, together with the applicable blue sky or securities legislation in the states of the United States.

“1933 Act” means the Securities Act of 1933, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder.

“1934 Act” means the Securities Exchange Act of 1934, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder.

“1940 Act” means the Investment Company Act of 1940, as amended, of the United States of America, and the rules and regulations promulgated from time to time thereunder.

“Warrants” means the 5,305,855 common share purchase warrants of the Company each exercisable to acquire one previously unissued Common Share ranging in expiry dates from July

10, 2011 to December 19, 2011 and ranging in exercise price from $0.70 to $1.15, as specified in the Company Disclosure Letter.

In this Agreement, words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

Unless otherwise expressly stated, all references to currency herein shall be deemed to be references to Canadian currency.

The division of this Agreement into Articles, Sections and Schedules, the provision of a table of contents hereto and the insertion of the recitals and headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement or in the Schedules hereto to Articles, Sections and Schedules refer to Articles, Sections and Schedules of and to this Agreement or of the Schedules in which such reference is made, as applicable.

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under GAAP and all determinations of an accounting nature required to be made shall be made in a manner consistent with GAAP.

The terms “material” and “materially” shall, when used in this Agreement, be construed, measured or assessed on the basis of whether the matter would materially affect a party and its affiliates, associates and other related entities, taken as a whole. The terms “including” or “includes” shall, when used in this Agreement, be construed to mean including or includes without limitation. References to “herein”, “hereby”, “hereunder”, “hereof” and similar expressions are references to this Agreement and not to any particular Section of or Schedule to this Agreement.

This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and shall be

construed and treated in all respects as an Ontario contract. Each of the Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement and the Offer.

In this Agreement, the phrase “to the knowledge of the Company” or other similar phrases means such knowledge as is actually known to, or which would have or should have come to the attention of, the senior officers of the Company and its Subsidiaries who have overall responsibility for, or knowledge of, the matters relevant to such statement.

The Schedules and Exhibit attached hereto and described below shall, for all purposes hereof, form an integral part of this Agreement.

Schedule “A”:	Conditions of the Offer

Schedule “B”:	Regulatory Approvals

The obligation of the Offeror to make the Offer by mailing the Bid Circular to Shareholders is conditional on the prior satisfaction of the following conditions:

The foregoing conditions are for the sole benefit of the Offeror and may be waived by it in its sole discretion in whole or in part, and the foregoing conditions shall be deemed to be satisfied or waived upon the earlier of the mailing of the Bid Circular or the commencement of the Offer by advertisement.

pursuant to Section 300 of the Business Corporations Act (British Columbia). If the Offeror takes up any Common Shares under the Offer, but the statutory right of acquisition under Section 300 is not available, the Offeror covenants and agrees that subject to applicable Laws, it will use its best commercial efforts to pursue other means of acquiring the remaining Common Shares not tendered to the Offer, whether by amalgamation, statutory arrangement, amendment to the Company’s notice of articles, share consolidation, capital reorganization or other transaction involving the Company and the Offeror (or an Affiliate of the Offeror) (a “Subsequent Acquisition Transaction”), within 120 days of the Expiry Date, at consideration per Common Share at least equivalent in value to, and in the same form as, the consideration per Common Share offered under the Offer. Subject to applicable Laws, if the Offeror takes up any Common Shares under the Offer, the Company covenants and agrees that it will use its reasonable best efforts to assist the Offeror in connection with a Subsequent Acquisition Transaction. The Company agrees to cooperate fully with the Offeror, including taking all steps and doing all such acts and things, and causing its Subsidiaries to take all steps and to do all such acts and things, if applicable, as may be reasonably requested by the Offeror, in the completion of any Compulsory Acquisition or Subsequent Acquisition Transaction and related post-closing reorganizations.

Notwithstanding the terms of the Confidentiality Agreement, the Company hereby waives the standstill provisions contained in the Confidentiality Agreement and consents to the actions of the Offeror in accordance with the terms of this Agreement (including any legally required disclosure) and to the Offeror acquiring all of the outstanding Common Shares pursuant to the Offer, and to any purchases made by the Offeror during the course of the Offer in compliance with applicable Law and pursuant to any Compulsory Acquisition or Subsequent Acquisition Transaction. In all other respects, the provisions of the Confidentiality Agreement (other than the standstill provision) shall continue to apply notwithstanding the execution of this Agreement by the Parties or the announcement of the transactions contemplated hereunder.

Provided this Agreement has not been terminated, the Company agrees to permit the registrar and transfer agent for the Offeror to act as depositary in connection with the Offer in the event the Offeror elects not to use the registrar and transfer agent of the Offeror to act as depository provided that such election shall be at the sole option of the Offeror.

The Offeror hereby represents and warrants to the Company as set forth below and acknowledges that the Company is relying upon these representations and warranties in connection with the entering into of this Agreement.

The Offeror has been incorporated, is validly subsisting and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. The Offeror is registered, licensed or otherwise qualified as an extra-provincial corporation or a foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a Material Adverse Effect on the Offeror.

The Offeror has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Offeror as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by the Offeror and the completion by the Offeror of the Contemplated Transactions have been authorized by the Offeror Board and no other corporate proceedings on the part of the Offeror are necessary to authorize this Agreement or to complete the Contemplated Transactions. This Agreement has been executed and delivered by the Offeror and constitutes a legal, valid and binding obligation of the Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity.

The Offeror is authorized to issue an unlimited number of Offeror Shares. As of March 19, 2010, there were (i) 336,436,229 Offeror Shares outstanding; and (ii) an aggregate of 25,917,767 Offeror Shares reserved for issue pursuant to outstanding options, warrants, convertible securities and other rights to acquire Offeror Shares. All outstanding Offeror Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights.

The outstanding Offeror Shares are listed on the TSX.

The Offeror (i) is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec, (ii) is not subject to any cease trade order under applicable Securities Laws and (iii) is current with all material filings required to be made under applicable Securities Laws.

The information and statements contained in the Offeror Disclosure Documents at the respective dates of such information and statements (i) did not contain a Misrepresentation and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (ii) complied, in all material respects, with applicable Securities Laws, except where such non-compliance has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Offeror. The Offeror has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange which at the date hereof remains confidential.

Other than as disclosed in the Offeror Disclosure Documents, since December 31, 2009, through to the date hereof, there has not occurred a Material Adverse Change with respect to the Offeror.

The Offeror Financial Statements forming part of the Offeror Disclosure Documents have been prepared in accordance with Canadian GAAP consistently applied and fairly present in all material respects the consolidated financial condition of the Offeror at the respective dates indicated therein and the results of operations and cash flows of the Offeror for the periods covered therein on a consolidated basis.

Subject to receipt of the approvals set out in Section 3.13 hereof, the execution and delivery of this Agreement and the completion of the Arrangement do not, and will not, result in a violation, contravention or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of :

which would, individually or in the aggregate, have a Material Adverse Effect on the Offeror.

The Offeror has complied with all applicable Laws, orders, judgments and decrees other than any non-compliance which would, individually or in the aggregate, not have a Material Adverse Effect on the Offeror.

There are no actions, suits, proceedings or investigations commenced or threatened, or to the knowledge of the Offeror, contemplated, against or affecting the Offeror or any of its Subsidiaries or affecting any of their respective properties or assets, which, individually or in the aggregate, would prevent or hinder the consummation of the Contemplated Transactions or which, individually or in the aggregate, would involve the possibility of any judgment or liability which could be reasonably expected to have a Material Adverse Effect on the Offeror.

Neither the Offeror nor any of its Subsidiaries is insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance laws. No act or proceeding has been taken by or against the Offeror or any of its Subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of the Offeror or any of its Subsidiaries or the appointment of a trustee, receiver, manager or other administrator of the Offeror or any of its Subsidiaries or any of their respective properties or assets.

No consent, approval, order or authorization of, or declaration or filing with, any Governmental Authority is required to be obtained by the Offeror in connection with the execution and delivery of this Agreement or the consummation by the Offeror of the Offer other than:

Other than as disclosed in the Offeror Disclosure Documents, the Offeror is the absolute legal and beneficial owners of, and has good and marketable title to all of its material assets (except where such assets are leased, licensed or otherwise held pursuant to a lesser interest) free of all Encumbrances.

Other than as disclosed in the Offeror Disclosure Letter:

The Offeror Shares to be issued to the Shareholders pursuant to the Offer will, upon issue, be issued as fully paid and non-assessable shares of the Offeror.

The Offeror is not a non-resident of Canada for the purposes of the Tax Act.

The principal offices of the Offeror are not located within the United States.

As of the date hereof, the Offeror is a “foreign private issuer” within the meaning of Rule 405 under the 1933 Act.

To the knowledge of the Offeror, the Offeror is not an “investment company”, as defined under the 1940 Act.

The Company represents and warrants to the Offeror as set forth below and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement.

The Company has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Company as contemplated by this Agreement, and to perform its respective obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by the Company and the completion by the Company of the transactions contemplated by this Agreement have been authorized by the Board of Directors and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to complete the transactions contemplated hereby. This Agreement has been executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity.

The Company is authorized to issue an unlimited number of Common Shares. As of the date of this Agreement, there were (i) 107,070,539 Common Shares outstanding, (ii) Options to acquire an aggregate of 7,891,501 Common Shares outstanding, and (iii) 5,305,855 Common Shares reserved for issue under the outstanding Warrants. All outstanding Common Shares have been authorized and are issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. The Company does not have a shareholder rights plan. All outstanding shares of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and have not been repaid, and there is no shareholder obligation to make any additional payment or contribution with respect to any shares of the Company Subsidiaries.

Except as disclosed in the Company Disclosure Letter or as contemplated in this Agreement, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating the Company or its Subsidiaries to issue or sell any shares of the Company or any of its Subsidiaries or any securities or obligations of any kind convertible into or exchangeable or exercisable for any shares of the Company or its Subsidiaries. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of the Company or its Subsidiaries having the right to vote with the Shareholders on any matter. There are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Common Shares or with respect to the voting or disposition of any outstanding Common Shares.

The outstanding Common Shares are listed on the TSX-V. The Common Shares also trade on an involuntary basis on the Frankfurt.

The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario, (ii) is not subject to any cease trade order under applicable Securities Laws and (iii) is current with all material filings required to be made under applicable Securities Laws.

The information and statements contained in the Company Disclosure Documents at the respective dates of such information and statements (i) did not contain a Misrepresentation and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (ii) complied, in all material respects, with applicable Securities Laws, except where such non-compliance has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company. The Company has not filed any confidential material change, confidential treatment requests or other report or other document with any Securities Authorities or stock exchange which at the date hereof remains confidential other than in connection with the requested halt of trading of the Common Shares on the TSXV made by the

Company on March 17, 2010. None of the Company Subsidiaries is required to file any reports or other documents with any of the Securities Authorities, the TSX-V or Frankfurt.

Except as disclosed in the Company Disclosure Letter, the execution and delivery of this Agreement and the completion of the Offer and the other transactions contemplated herein do not and will not:

There has not been any material change in the assets, liabilities or obligations (absolute, contingent or otherwise) of the Company (on a consolidated basis) from the position set forth in the Interim Financial Statements prior to the date hereof, and since August 31, 2009 there has not been any Material Adverse Change.

Neither the Company nor its Subsidiaries have retained nor will either of them retain any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby, except as set forth in the Company Disclosure Letter. Other than pursuant to the agreements described in the Company Disclosure Letter, the Company has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, agents’ commission or other forms of compensation with respect to the transactions contemplated by this Agreement.

No consent, approval, order or authorization of, or declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the completion of the Offer and the other Contemplated Transactions other than:

Since August 31, 2009, except as disclosed in the Company Disclosure Letter, the Company and its Subsidiaries have carried their business on in the ordinary course, and neither the Company nor any of its Subsidiaries has:

The Company holds all licences, permits, approvals or evidences of authority of any Governmental Authority material to the current operation of the business of the Company and its Subsidiaries and are held by the Company and its Subsidiaries free and clear of any and all Encumbrances. The Company and its Subsidiaries are conducting their business in accordance with all terms and conditions of the Licences and materially in compliance with applicable Laws. All the Licences are valid and are in full force and effect, the Company and its Subsidiaries are not in violation of any term or provision or requirement of any Licence, material to the operation of the business of the Company and its Subsidiaries, taken as a whole. No Person has

commenced or, to the knowledge of the Company, threatened to commence proceedings to revoke, amend or impose conditions in respect of, any Licence.

The corporate records and minute books of the Company and its Subsidiaries have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on the Company or its Subsidiaries. The Financial Records in all material respects (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice, (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of property or assets of each of the Company and its Subsidiaries, and (iii) accurately and fairly reflect the basis for the consolidated financial statements of Brett. All Books and Records are in the full possession and exclusive control of, and are owned exclusively by, the Company.

Except as disclosed in the Company Disclosure Letter, the Company does not have any rights to purchase any assets, properties or undertakings of third parties nor any obligation to sell assets, properties or undertakings, outside of the ordinary course of business.

Except: (a) as disclosed in the Company Disclosure Letter or disclosed or reflected in the Interim Financial Statements; and (b) for liabilities and obligations: (i) incurred in the ordinary and normal course of business since August 31, 2009; or (ii) pursuant to the terms of this Agreement, none of the Company or any of its Subsidiaries has incurred any liabilities of any nature, whether accrued, contingent or otherwise (or which would be required by GAAP to be reflected on the balance sheet of the Company) that have constituted or would be reasonably likely to constitute a Material Adverse Change.

Neither the Company nor its Subsidiaries have any interest in any Real Property other than the Leased Premises or as described in the Company Disclosure Letter. The Company Disclosure Letter lists all of the Premises Leases and sets out, in respect of each Premises Lease other than leases for less than $25,000 per year, the rent and term or expiry of the Premises Leases. The information set out in the Company Disclosure Letter with respect to the Premises Leases is true and accurate. Each Premises Lease is valid and subsisting, in full force and effect, unamended by oral or written agreement, and the Company or its Subsidiaries is entitled to the full benefit and advantage of each Premises Lease in accordance with its terms. Each Premises Lease is in good standing and there has not been any default under any Premises Lease by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto, nor is there any dispute between the Company or any of its Subsidiaries and any landlord or tenant under any Premises Lease. A full copy of each Premises Lease has been provided to the Offeror. There are no arrears of rent or other defaults under any Premises Lease. None of the Premises Leases has been assigned by the Company in favour of any Person. The current uses of each property subject to a Premises Lease comply with applicable Laws in all material respects.

Neither the Company or its Subsidiaries are a party to or bound by any agreement of guarantee, indemnification or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person, other than (a) as disclosed in the Company Disclosure Letter, (b) the indemnification of directors and officers in accordance with the by-laws of the Company, and applicable Laws, and (c) standard indemnities and warranties in agreements entered into by the Company in the ordinary course of business, the performance of which by the Company would not reasonably be expected to have a Material Adverse Change.

Except as disclosed in the Company Disclosure Letter, the Company currently has no outstanding Swaps.

The Company is not a party to, or aware of any shareholders of the Company being party to, any shareholder rights plan, shareholders agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Company.

Except for this Agreement and as set forth in the Company Disclosure Letter, there is no Material Contract to which the Company, its Subsidiaries or any of its or their respective properties or assets are bound. Except as set forth in the Company Disclosure Letter, none of the Company, its Subsidiaries nor, to the knowledge of the Company, any of the other parties thereto, is in default or breach of, nor has the Company or its Subsidiaries received any notice of default or breach of, or termination under, any Material Contract, and, to the knowledge of the Company, there exists no state of facts that after notice or lapse of time or both would constitute a default or breach of such Material Contract. Except as set forth in the Company Disclosure Letter, no consent is required under any Material Contract in connection with the Agreement or any of the transactions contemplated hereby, nor can any Material Contract be terminated in the event such transactions are consummated.

Except as disclosed in the Company Disclosure Letter,

Except as disclosed in the Company Disclosure Letter, there is no Legal Proceeding commenced or in progress or, to the knowledge of the Company, threatened or contemplated against or affecting the Company or any of its Subsidiaries or affecting any of their respective properties or assets, which, individually or in the aggregate, would prevent or hinder the consummation of the Contemplated Transactions or which, individually or in the aggregate, involve the possibility of any judgement or liability which could reasonably be expected to have a Material Adverse Effect on the Company. There is no order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority outstanding against or affecting the Company or any of its Subsidiaries.

No act or proceeding has been taken by or against the Company or any of its Subsidiaries in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of the Company or any of its Subsidiaries nor, to the knowledge of the Company, is any threatened, or the appointment of a trustee, receiver, manager or other administrator of the Company or any of its Subsidiaries or any of their respective properties or assets. None of the Company or any of its Subsidiaries has sought protection under the Bankruptcy and Insolvency Act (Canada) or the Company Creditors Arrangement Act (Canada). None of the Company nor any of its Subsidiaries nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Company or any of its Subsidiaries to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would or could materially impede the completion of the Offer or other transactions contemplated by this Agreement, except to the extent any such matter would not have a Material Adverse Effect on the Company.

No Officer Obligations will become payable upon completion of the Offer, a Compulsory Acquisition or a Subsequent Acquisition Transaction, except as set forth in the Company Disclosure Letter.

The Company Disclosure Letter sets forth and describes all insurance policies currently maintained by the Company and its Subsidiaries, including a brief description of the type of insurance, the name of the insurer, coverage limits, amount of deductible, expiration date and annual premiums. Each of such insurance policies is valid and subsisting and in good standing, there is no default thereunder and the Company is entitled to all rights and benefits thereunder. There are no pending claims under any of such insurance policies. Neither the Company nor any of its Subsidiaries has failed to give any notice or present any claim under any of such insurance policies in due and timely fashion. To the knowledge of the Company, there are no circumstances which might entitle the Company or its Subsidiaries to make a claim under any of such insurance policies or which might be required under any of such insurance policies to be notified to the insurers. No claim under any of such insurance policies has been made by the Company or its Subsidiaries.

Other than this Agreement and as set forth in the Company Disclosure Letter, there are no Contracts or other transactions currently in place between the Company or any of its Subsidiaries, on the one hand, and any officer or director of the Company or any of its Subsidiaries, or any Person who at the time the Contract was entered into owned 10% or more of the Common Shares on a Fully-Diluted Basis on the other hand.

Except as set out in the Company Disclosure Letter, the Company has complied in all material respects at all times with all Privacy Laws in connection with the Company’s collection, use and disclosure of Personal Information by the Company in conducting its business; and all Personal Information has been collected, used and disclosed with the consent of each individual to whom such Personal Information relates and has been used only for the purposes for which it was initially collected.

The Company is not a non-resident of Canada for purposes of the Tax Act.

The Company does not have a Shareholder rights plan in effect.

As of the date hereof, the Company is a “foreign private issuer” within the meaning of Rule 405 under the 1933 Act.

To the knowledge of the Company, it is not an “investment company” within the meaning of the 1940 Act.

The Company (which for the purposes of this Section 5.1 includes its Subsidiaries) covenants and agrees that, during the period from the date of this Agreement until this Agreement is terminated by its terms, unless the Offeror shall otherwise agree in writing, and except as otherwise (i) expressly permitted or specifically contemplated by this Agreement, (ii) required by Law or (iii) as otherwise set forth in the Company Disclosure Letter:

The Company hereby covenants and agrees for the benefit of the Offeror to do the following:

(any such transaction meeting all of the requirements of this Section 6.1(a) being referred to herein as a “Superior Proposal”).

in which case the Termination Fee shall be paid to the Offeror by the Company on the earliest of the date that an Alternative Transaction is accepted by the Board of Directors or concurrently with such acquisition of such Common Shares or assets; and

Nothing contained herein shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements, without the necessity of posting a bond or security in connection therewith. Without limiting the generality of the foregoing, the Offeror shall be entitled to obtain specific performance in the event of a breach by the Company of its obligations under Section 6.3.

Immediately following the acquisition pursuant to the Offer by the Offeror of such number of Common Shares as is at least equal to the Minimum Condition, if so requested by the Offeror, the Company shall use its commercially reasonable efforts to facilitate the reconstitution of the Board of Directors through resignations of the Company’s directors and the appointment of nominees of the Offeror in their stead.

The Company shall use its commercially reasonable best efforts to obtain any consent from or to provide notice to any Person where consent is required or that has a right to receive notice in respect of this Agreement or the transaction contemplated hereunder.

Notwithstanding the provisions of the Confidentiality Agreement, the Company hereby consents to the acquisition by the Offeror and/or one or more of its Affiliates, of Common Shares other than pursuant to the terms of the Offer by way of open market purchases or otherwise, provided that such Common Shares are acquired in accordance with applicable Securities Laws.

Subject to the fulfillment by the directors of their fiduciary duties, the Company shall cooperate with any solicitation agent retained by the Offeror, at the Offeror’s sole expense (separate and apart from the arrangements contemplated by Section 2.7), and shall use, and shall cause its Subsidiaries, as the case may be, to take, or refrain from taking, such action as may be reasonably requested by the Offeror, in furtherance of such cooperation.

The Offeror covenants to cause the Company and its Subsidiaries to comply with all of the obligations of the Company and its Subsidiaries to the officers and employees of the Company and its Subsidiaries pursuant to applicable Laws and the terms and conditions of all Contracts relating to such employees and officers, provided that the Company shall have disclosed to the Offeror in the Company Disclosure Letter all payments to be made to directors, officers and employees of the Company and its Subsidiaries upon the completion of the Offer, whether pursuant to severance, termination, change of control or other provisions triggered by the completion of the Offer.

Subject to the terms and conditions herein provided, each of the Parties agrees to use its reasonable efforts to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts:

Subject to the existing Confidentiality Agreement and upon reasonable notice, each party shall afford the other party’s (and its Affiliates’ and related entities’) employees, directors, officers, consultants, agents and professional advisors reasonable access, during normal business hours and at such other time or times as such party may reasonably request from the date hereof and until the expiration of this Agreement, to its and its Subsidiaries respective properties, books, contracts and records as well as to its and its Subsidiaries respective management personnel, and, during such period, each party shall furnish promptly to the other party in writing all information concerning its and its Subsidiaries respective businesses, properties and personnel as the other party or its Representatives may reasonably request.

The Offeror and the Company agree to make a joint press release with respect to this Agreement and the transactions contemplated herein as soon as practicable after the date hereof. The Offeror and the Company further agree that, from the date hereof until the earlier of the completion of the Offer and the termination of this Agreement, there will be no public announcement or other disclosure of the transactions contemplated by this Agreement unless they have mutually agreed thereto or unless otherwise required by applicable Law, based on the advice of counsel. If the Company is required by Law to make a public announcement with respect to the transactions contemplated herein, it will provide as much notice as reasonably possible, including the proposed text of the announcement.

This Agreement may be terminated:

in each case, prior to the Effective Time.

In the event of the termination of this Agreement as provided in Section 9.1, this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of the Offeror or the Company hereunder except as set forth in Section 6.3, Section 6.4 and Section 8.5 and this Section 9.2, which provisions shall survive the termination of this Agreement.

This Agreement may be amended by mutual agreement between the Parties. It may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto.

Each of the Offeror, on the one hand, and the Company, on the other hand, may:

provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in writing and may be given by delivering same or sending same by facsimile transmission or by delivery addressed to the Party to which the notice is to be given at its address for service herein. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day, if not, then the next succeeding Business Day, in the place of receipt) and if sent by facsimile transmission be deemed to have been given and received at the time of receipt (if a Business Day, if not, then the next succeeding Business Day) unless actually received after 5:00 p.m. (local time in the place of receipt) at the point of receipt in which case it shall be deemed to have been given and received on the next Business Day.

The address for service for each of the Parties hereto shall be as follows:

611 – 675 West Hastings Street
Vancouver, BC V6B 1N2

Fax:	604 669-8543
Attention:	Ronald K. Netolitzky, Chairman

with a (which shall not constitute services) copy to:

DuMoulin Black LLP Barristers and Solicitors 10th Floor, 595 Howe Street Vancouver, BC V6C 2T5

Fax:	604 687-8722
Attention:	Corey M. Dean

1100 rue de la Gauchetière Ouest Suite 300 Montréal, Québec H3B2S2

Fax:	(514) 933-3290
Attention:	Sean Roosen, President and Chief Executive Officer

with a copy (which shall not constitute notice) to:

Fraser Milner Casgrain LLP 1 First Canadian Place Suite 3900, 100 King Street West Toronto, Ontario M5X 1B2

Fax:	(416) 863-4592
Attention:	John Sabine

This Agreement:

The Parties shall be entitled to rely upon delivery of an executed facsimile copy of the Agreement, and such facsimile copy shall be legally effective to create a valid and binding agreement among the Parties.

Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties without the prior express written consent of the other Party.

Subject to Section 6.3 hereof and the terms of the Confidentiality Agreement all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fee, cost or expense, whether or not the Offer is consummated.

Subject to Section 9.2, the representations and warranties of the Company and the Offeror contained in this Agreement shall not survive the completion of the Offer, and shall expire and be terminated on the earlier of the Effective Time or the termination of this Agreement in accordance with its terms.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Law. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.

[Signatures on following page]

IN WITNESS WHEREOF, the Company and the Offeror have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

OSISKO MINING CORPORATION

Per:	“Sean Roosen”
	Name:	Sean Roosen
	Title:	President and Chief Executive Officer


BRETT RESOURCES INC.

Per:	“Ronald K. Netolitzky”
	Name:	Ronald K. Netolitzky
	Title:	Chairman

SCHEDULE “A”

CONDITIONS OF THE OFFER

The Offeror will have the right to withdraw the Offer and not take up and pay for, or, subject to the terms and conditions of this Agreement, extend the period of time during which the Offer is open and postpone taking up and paying for, the Common Shares deposited under the Offer (including Common Shares issued after the date of the Offer and prior to the Expiry Time on the exercise of Options and Warrants) unless all of the following conditions are satisfied or the Offeror has waived them in whole or in part at or prior to the relevant Expiry Time:

(a) there shall have been validly deposited under the Offer and not withdrawn as at the Expiry Time, such number of Common Shares which, together with any Common Shares beneficially owned or over which control or direction is exercised by the Offeror and its Affiliates and joint actors, represents at least 662/3% of the issued and outstanding Common Shares (the “Minimum Condition”);

(b) all government or regulatory approvals (including those of applicable stock exchanges or securities law regulatory authorities) that in the Offeror’s reasonable judgement are necessary to complete the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction shall have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been terminated, each on terms and conditions satisfactory to the Offeror, acting reasonably;

(c) all required shareholder approvals that are necessary under applicable Laws, including for greater certainty any requirements of the TSX and the TSXV, to complete the Offer shall have been obtained, each on terms and conditions satisfactory to the Offeror, acting reasonably;

(d) all required consents and authorizations that in the Offeror’s reasonable judgement are necessary to satisfy Officer Obligations arising out of severance and change of control payments, as set out in the Company Disclosure Letter shall have been obtained;

(e) (i) no act, action, suit, demand or proceeding shall have been taken by or before any Canadian or foreign court, tribunal or Governmental Authority or administrative agency or commission or by or before any elected or appointed public official in Canada or elsewhere; and

(ii) no law, regulation or policy shall have been proposed, enacted, promulgated or applied; in each case

(A) to cease trade, enjoin, prohibit or impose material limitations or conditions on the purchase by or the sale to the Offeror of any of the Common Shares or the right of the Offeror to own or exercise

full rights of ownership of the Common Shares (either pursuant to the Offer or a Subsequent Acquisition Transaction); or

(B) which, if the Offer or Compulsory Acquisition or Subsequent Acquisition Transaction was consummated, would reasonably be expected to lead to a Material Adverse Change or to materially adversely affect the Offeror;

(C) which would materially and adversely affect the ability of Offeror to proceed with the Offer (or any Compulsory Acquisition or any Subsequent Acquisition Transaction) and/or take up and pay for any Common Shares deposited under the Offer;

(D) seeking to prohibit or limit the ownership or operation by the Offeror of any material portion of the business or assets of the Company or the Subsidiaries or to compel the Offeror to dispose of or hold separate any material portion of the business or assets of the Company or any of the Subsidiaries as a result of the Offer (or any Compulsory Acquisition or any Subsequent Acquisition Transaction);

(f) the Offeror shall have determined, in its sole judgment, acting reasonably, that there does not exist any prohibition at Law against the Offeror making or maintaining the Offer, taking up and paying for any Common Shares deposited under the Offer or completing any Compulsory Acquisition or Subsequent Acquisition Transaction;

(g) the Offeror shall have determined, in its sole judgment, acting reasonably, that there has not occurred any Material Adverse Change;

(h) the Offeror shall have determined, in its sole judgment, acting reasonably, that:

(i) all representations and warranties of the Company qualified by references to materiality or to Material Adverse Effect shall be true and correct in all respects,

(ii) all representations and warranties not qualified by materiality or to Material Adverse Effect shall be true and correct in all material respects, in either case as if made on and as of the date of the expiry of the Offer (except to the extent such representations and warranties speak as to an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date); and

(iii) the Company has performed all of the covenants and agreements to be performed by it under the Agreement in all material respects;

and the Offeror shall have received a certificate to that effect from the President and Chief Executive Officer and the Chief Financial Officer (or other officer reasonably satisfactory to the Offeror) to that effect;

(i) the Company shall not have knowingly or intentionally breached a covenant in Article 6 of the Agreement; and

(j) the Agreement shall not have been terminated or the Offeror shall have determined in its sole judgment, acting reasonably, that such termination shall not affect the ability of the Offeror to consummate the Offer or to complete a Compulsory Acquisition or Subsequent Acquisition Transaction or that such termination was not related to any matter that is materially adverse to the business of the Company or to the value of the Common Shares to the Offeror.

The foregoing conditions shall be for the exclusive benefit of the Offeror, and may be asserted by the Offeror, at any time.

SCHEDULE “B”

REGULATORY APPROVALS

Offeror Regulatory Approvals

1. Approval of the Toronto Stock Exchange

Company Regulatory Approvals

1. Approval of the TSX Venture Exchange

EX-2.3 3 a2197935zex-2_3.htm EXHIBIT 2.3

Exhibit 2.3

LOCK-UP AGREEMENT

(HARD)

STRICTLY CONFIDENTIAL

March 20, 2010

TO: (the “Seller”)

Osisko Mining Corporation (the “Offeror”) and Brett Resources Inc. (the “Company”) have entered into a support agreement (the “Support Agreement”) dated of even date herewith. Capitalized terms used in this lock-up agreement (this “Lock-up Agreement”) and not otherwise defined herein that are defined in the Support Agreement shall have the respective meanings ascribed thereto in the Support Agreement.

This Lock-Up Agreement sets out the terms and conditions of the agreement of the Seller to: (i) support the Offer; (ii) deposit or cause to be deposited under the Offer all of the Common Shares currently owned or controlled by the Seller; and (iii) subject to the terms hereof, exercise the Options or Warrants currently owned by the Seller for Common Shares (“Subsequently Acquired Common Shares”) and to deposit such Subsequently Acquired Common Shares under the Offer (such Common Shares referred to in (ii) above and such Subsequently Acquired Common Shares are hereinafter collectively referred to as the “Subject Common Shares”).

THE OFFER

COVENANTS OF THE SELLER

AGREEMENT TO TENDER AND EXERCISE OPTIONS AND WARRANTS

REPRESENTATIONS AND WARRANTIES

TERMINATION

GENERAL

Osisko Mining Corporation

2140, rue Saint-Mathieu

Montreal, Quebec

H3H 2J4

Attention: Sean Roosen, President and Chief Executive Officer

Fax: (514) 933-3290

with a copy (which shall not itself constitute notice) to:

Fraser Milner Casgrain LLP

1 First Canadian Place

Suite 3900, 100 King Street West

Toronto, Ontario

M5X 1B2

Attention: John W. Sabine

Fax: 416-863-4592

If the foregoing accurately reflects the terms and conditions of our agreement, kindly indicate your acceptance by signing, dating and returning to the Offeror the enclosed duplicate copy of this letter by facsimile or otherwise prior to 9:00 p.m. (Toronto time) on March 21, 2010 failing which this offer shall be null and void.

	Yours very truly,


	OSISKO MINING CORPORATION


	By:
		Name:
		Title:

Accepted and agreed to this day of March, 2010.

	By:
		Name:
		Title:

SCHEDULE A

SELLER’S OWNERSHIP OF SECURITIES OF THE COMPANY

Name and Address of Shareholder	Shares Held	Options Held	Warrants Held	Number of Other Convertible, Exchangeable or Exerciseable Securities

SCHEDULE B

1. The Seller is the registered owner of all Common Shares, Options and/or Warrants listed in Schedule A, with the exception of those indicated below, which are registered as follows:

2. The Seller IS / IS NOT (please circle as applicable) a resident of Canada for the purposes of the Income Tax Act (Canada).

LOCK-UP AGREEMENT

(SOFT)

STRICTLY CONFIDENTIAL

March 20, 2010

TO: &nb sp; (the “Seller”)

This Lock-Up Agreement sets out the terms and conditions of the agreement of the Seller: (i) to support the Offer; (ii) to deposit or cause to be deposited under the Offer all of the Common Shares currently owned or controlled by the Seller; and (iii) if the Seller, after the date hereof and prior to the Expiry Date, exercises any of the Options or Warrants currently owned by the Seller and is issued Common Shares upon exercise (such Common Shares issued upon exercise are hereinafter referred to as “Subsequently Acquired Common Shares”), to deposit such Subsequently Acquired Common Shares under the Offer (such Common Shares referred to in (ii) above and such Subsequently Acquired Common Shares are hereinafter collectively referred to as the “Subject Common Shares”).

THE OFFER

COVENANTS OF THE SELLER

AGREEMENT TO TENDER AND EXERCISE OPTIONS AND WARRANTS

REPRESENTATIONS AND WARRANTIES

TERMINATION

GENERAL

Osisko Mining Corporation
2140, rue Saint-Mathieu
Montreal, Quebec
H3H 2J4

Attention: Sean Roosen, President and Chief Executive Officer
Fax: (514) 933-3290

with a copy (which shall not itself constitute notice) to:

Fraser Milner Casgrain LLP
1 First Canadian Place
Suite 3900, 100 King Street West
Toronto, Ontario
M5X 1B2

Attention: John W. Sabine
Fax: 416-863-4592

	Yours very truly,


	OSISKO MINING CORPORATION


	By:
		Name:
		Title:

Accepted and agreed to this day of March, 2010.

	By:
		Name:
		Title:

SCHEDULE A

SELLER’S OWNERSHIP OF SECURITIES OF THE COMPANY

Name and Address of Shareholder	Shares Held	Options Held	Warrants Held	Number of Other Convertible, Exchangeable or Exerciseable Securities

SCHEDULE B

1. The Seller is the registered owner of all Common Shares, Options and/or Warrants listed in Schedule A, with the exception of those indicated below, which are registered as follows:

2. The Seller IS / IS NOT (please circle as applicable) a resident of Canada for the purposes of the Income Tax Act (Canada).

EX-3.1 4 a2197935zex-3_1.htm EXHIBIT 3.1

Exhibit 3.1

ANNUAL INFORMATION FORM

OSISKO MINING CORPORATION

For the Fiscal Year Ended December 31, 2009

March 30, 2010

TABLE OF CONTENT

GLOSSARY				1

ITEM 1.			CORPORATE STRUCTURE	4

1.1			CORPORATE OVERVIEW	4

ITEM 2.			GENERAL DEVELOPMENT OF THE BUSINESS	4

2.1			THREE-YEAR HISTORY	4
		Fiscal Year Ended December 31, 2007		4
		Fiscal Year Ended December 31, 2008		5
		Fiscal Year Ended December 31, 2009		7
		Outlook 2010		11
2.2			SIGNIFICANT ACQUISITIONS	12

ITEM 3.			DESCRIPTION OF THE BUSINESS	12

3.1			GENERAL	12
3.2			RISK FACTORS	13
		Financial Risks		13
		Risk of Project Delay		13
		Risk relating to Uncertainty in the Estimation of Mineral Reserves and Mineral Resources		13
		Environmental Risks and Hazard		14
		Metal Price Volatility		15
		Risk linked with industry conditions		15
		Price Fluctuations: Share Price Volatility		15
		Risk on the uncertainty of title		16
		Risks Relating to Statutory and Regulatory Compliance		16
		Workforce Recruitment Risks		16
		Insurance Risk		16
		No History of Earnings		17
		Currency Fluctuations May Affect the Costs of Doing Business		17
		Competition		17
		Conflict of Interests		17
		Increased Costs and Compliance Risks as a Result of Being a Public Corporation		18
		Foreign Country and Regulatory Requirements		18
		Risk Linked to the Community of Malartic		18
3.3			MINERAL PROJECTS	18
	Property Description and Location			19
	Accessibility, Local Resources and Infrastructure			22
	History			23
	Geological Settings			29
	Mineralization			30
	Exploration and Drilling			30
	Sampling Approach and Methodology			33
	Sample Preparation and Analytical Procedures			36
	QA/QC procedures			37
	Mineral Resource Estimates			38
	Analysis of assay quality control data			42
	Mining operations			47
	Development and Exploration			50

ITEM 4.			DIVIDENDS	55

ITEM 5.		DESCRIPTION OF CAPITAL STRUCTURE	56

ITEM 6.		MARKET FOR SECURITIES	57

6.1		TRADING PRICE AND VOLUME	57
6.2		PRIOR SALES	57

ITEM 7.		ESCROWED SECURITIES	58

ITEM 8.		DIRECTORS AND OFFICERS	59

8.1		NAME, OCCUPATION AND SECURITY HOLDING	59
8.2		CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS	62
8.3		CONFLICTS OF INTEREST	62

ITEM 9.		LEGAL PROCEEDINGS	63

ITEM 10.		INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	63

ITEM 11.		AUDITORS, TRANSFER AGENT AND REGISTRAR	63

ITEM 12.		MATERIAL CONTRACTS	63

ITEM 13.		INTERESTS OF EXPERTS	64

13.1		NAME OF EXPERTS	64
13.2		INTERESTS OF EXPERTS	64

ITEM 14.		ADDITIONAL INFORMATION	65

14.1		AUDIT COMMITTEE	65
	Composition of the Audit Committee		65
	Relevant Education and Experience		65
	External Auditor Service Fees		66
14.2		ADDITIONAL INFORMATION	66

iii

Explanatory Notes

1. In this annual information form for the fiscal year ended December 31, 2009 (the “Annual Information Form”), “Osisko” and the “Corporation” refer to Osisko Mining Corporation, unless otherwise indicated or the context otherwise requires. All information contained herein is as at December 31, 2009, unless otherwise indicated.

2. All dollar amounts presented in this Annual Information Form are expressed in Canadian Dollars, unless otherwise indicated.

3. The information in this Annual Information Form is complemented by the Corporation’s Audited Consolidated Financial Statements for the year ended December 31, 2009 and the management discussion and analysis thereon, a copy of which is available on the SEDAR website (www.sedar.com) or on the Corporation’s website (www.osisko.com).

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained in this Annual Information Form constitute forward-looking statements. These statements relate to future events or the Corporation’s future performance, business prospects or opportunities. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These forward-looking statements include statements regarding the future price of gold and silver, the timing and amount of estimated future production, costs of production, currency fluctuations, capital expenditures, permitting time lines, the requirements of future capital, drill results and the estimation of mineral resources and reserves. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements contained into this report should not be unduly relied upon. These statements speak only as of the date of this report. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this report. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about:

· general business and economic conditions;

· the supply and demand for, deliveries of, and the level and volatility of prices of gold and silver;

· impact of change in foreign currency exchange rates and interest rates;

· the timing of the receipt of regulatory and governmental approvals for the Corporation’s development project and other operations;

· the availability of financing for the Corporation’s development for future projects;

· the Corporation’s estimation of its costs of production, its expected production and its productivity levels;

· power prices;

· the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis;

· the ability to attract and retain skilled staff;

· engineering and construction timetables and capital costs for the Corporation’s development project;

· market competition;

· the accuracy of the Corporation’s resource estimate (including, with respect to size, grade and recoverability) and the geological, operational and price assumptions on which it is based;

· change in governments regulations, policies and change in tax benefits and tax rates;

· environmental risks including increased regulatory constraints;

· the ability to complete the relocation program of the southern neighbourhood of the town of Malartic;

· the Corporation’s ongoing relations with its employees, its business partners and the community of the town of Malartic.

Factors that could cause actual results to differ materially include, but are not limited to, the risk factors incorporated by reference herein. For additional risk factors described in more detail see “3.2 Risk Factors”. The Corporation cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Corporation’s forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Corporation also cautions readers not to place undue reliance on these forward-looking statements. Moreover, these forward-looking statements may not be suitable for establishing strategic priorities and objectives, future strategies or actions, financial objectives and projections other than those mentioned above. The forward-looking statements contained in this Annual Information Form are expressly qualified by this cautionary statement.

In this Annual Information Form, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below:

“Au” means gold;

“BQ diameter” means diamond drill core with diameter of 36.5 mm.

“CAPEX” or “Capital Expenditures” means all expenditures not classified as operating costs;

“cm” means centimetre

“Deposit” means a mineralized body which has been physically delineated by sufficient drilling, trenching and/or underground work and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; a deposit does not qualify as a commercially mineable ore body or as containing mineral reserves until certain legal, technical and economic factors have been resolved;

“Feasibility Study” means a comprehensive study of a deposit in which all geological, engineering, legal, operating, economic, social, environmental and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production;

“g” means grams;

“g/t” means grams per Tonne;

“ha” means hectare, a unit of area equal to 10,000 square metres;

“Indicated Mineral Resources” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from location such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed;

“Inferred Mineral Resources” means that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes;

“kg” means kilogram;

“km” means kilometre;

“m” means metre;

“M” means million;

“Measured Mineral Resources” means that part of a mineral resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity;

“Mineral Reserve” means the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined;

“Mineral Resource” means a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge;

“Mineralization” means the concentration of potentially economic minerals within a body of rock;

“mm” means millimeter;

“National Instrument 43-101” or “NI 43-101” means National Instrument 43-101 Standards of Disclosure for Mineral Projects established by the Canadian Securities Administrators or Regulation 43-101 respecting Standards of Disclosure for Mineral Projects in Québec;

“National Instrument 44-101” or “NI 44-101” means National Instrument 44-101 Short Form Prospectus Distributions or Regulation 44-101 respecting Short Form Prospectus Distributions in Québec;

“NSR” means Net Smelter Return Royalty, which means the amount actually paid to the mine owner from the sale of ore, minerals or concentrates mined and removed from mineral properties, net of expenditures such as transportation of the product sold, smelting and refining charges;

“NQ diameter” means diamond drill core with diameter of 60.0 mm.

“ounce” or “oz” means troy ounce, a unit of weight equivalent to 31.1035 g when referring to gold.

“Probable Mineral Reserve” means the economically mineable part of an Indicated Mineral Resource and, in some circumstances, a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified;

“Proven Mineral Reserve” means the economically mineable part of a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on

mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified;

“QA/QC” means Quality Assurance/Quality Control;

“t” or “Tonne” means metric unit of weight equivalent to 1,000 kg;

“ton” means a short ton of weight equivalent to 2000 pounds (or 907.18474 kg);

“tpd” means Tonne per day.

Osisko was incorporated pursuant to the Canada Business Corporations Act on February 18, 1982 under the name “Ormico Exploration Ltée”. Osisko subsequently amended its articles on September 24, 1998, to change its corporate name to “Osisko Exploration Ltée”. On the same date, the Corporation also consolidated its common shares on the basis of one new common share for each two issued common shares and amended its articles in order to change the location of its registered office from Québec to Montreal. On June 21, 2007, the Corporation completed a two-for-one stock-split whereby each shareholder received one additional share for every share owned as of the record date. Outstanding warrants and options were adjusted accordingly. Osisko amended its articles on May 15, 2008, to change its corporate name to “Osisko Mining Corporation”.

The Corporation’s head and registered office is located at 1100 De La Gauchetière Street West, Suite 300, P.O. Box 211, Montreal, Québec, H3B 2S2.

Osisko’s operations, development projects and exploration activities are mostly concentrated in its 100%-owned Canadian Malartic property (the “Canadian Malartic Property”) in the Abitibi Gold Belt, immediately south of the town of Malartic and approximately 25 kilometres west of the city of Val-d’Or, Québec. See “3.3 Mineral Projects”. Osisko is progressing actively towards the development and construction of the Canadian Malartic Property (the “Canadian Malartic Project”).

On June 4, 2007 the Board of Directors approved a two-for-one stock forward split of its common shares in the form of dividend. The dividend was issued on June 21, 2007.

On June 29, 2007, Osisko completed the acquisition of the East Amphi property and related surface equipment from Richmont Mines Inc. (“Richmont”). The East Amphi property consisted of 87 claims and one mining concession. The property is located immediately north and west of the Canadian Malartic Property and covers a surface area of 3,187 hectares. In consideration for the sale of the East Amphi property, Richmont received (i) a cash payment of a $2.45 million, (ii) 1.1 million common shares of Osisko (being that number of common shares of Osisko equivalent to a cash value of $6.1 million, based on the average closing price of the common shares of Osisko for the five trading days prior to the closing date). Richmont retained a 2% NSR on a certain portion of the East Amphi property and an equivalent royalty on future production of up to 300,000 ounces of gold on another portion of the property.

In early July 2007, the Corporation announced an updated inferred resource estimate of 8.4 million ounces of gold from its Canadian Malartic Property in accordance with National Instrument 43-101. The Report was filed on SEDAR on August 17, 2007. The new resource estimate increased the size of the inferred resource by almost 30%. The increase was due to the expansion of the deposit towards the east as well as reducing the lower cut-off to 0.4 g/t Au, justified by preliminary scoping study numbers, comparison to analogous deposits currently in production and the increasing quality of the data base. The deposit remained open to the southeast towards the Gouldie Zone. The drilling and exploration activities

were funded from the proceeds of the $25 million non-brokered private placement of flow-through shares completed on July 12, 2007.

On August 30, 2007, Osisko completed the acquisition of the East Malartic Mill Complex located in Malartic for a cash payment of $1.9 million. The East Malartic Mill, last operated by Barrick Gold Corporation (“Barrick”) in 2002, had been on “care and maintenance” since the termination of processing of ore from the former Bousquet Mine in the same year. Osisko is currently using the former East Malartic administrative offices as its Canadian Malartic project headquarters and, in March 2008, the Corporation sold the mill process equipment and then proceeded with the restoration of the mill area.

On November 15, 2007, the Corporation’s shares began trading on the Toronto Stock Exchange (“TSX”). The graduation from the TSX-Venture Exchange to the TSX reflected the Corporation’s evolution and provides a greater access to capital. The Corporation’s shares also trade on the Deutsche Boerse in Frankfurt, Germany. Since March 23, 2009, the Corporation is included on the S&P/TSX Composite Index as well as the S&P/TSX Global Gold Index and the S&P/TSX Global Mining Index.

On November 15, 2007, the Corporation completed a private placement of 19,250,000 special warrants for gross proceeds of $125.1 million. Subsequently, the Corporation completed a prospectus to qualify the distribution of 19,250,000 common shares and 9,625,000 common share purchase warrants upon the automatic exercise of the special warrants on December 28, 2007.

During the second quarter of 2007, the Corporation complemented its management team with the hiring of a Chief Financial Officer. Later in the fourth quarter, the Corporation hired a senior technical team in order to progress with the development of the Canadian Malartic Property.

On March 11, 2008, the Corporation announced the creation of the “Fonds Essor Malartic Osisko” (“FEMO”), a sustainable development fund for the town of Malartic. FEMO is managed by a board of nine directors, including two representatives from Osisko. The Corporation has pledged an initial contribution of 300,000 common shares and an annual cash contribution of $150,000 during the duration of the Canadian Malartic operations. The common shares will be issued upon FEMO receiving government designation as a charitable foundation and are to be held in escrow until certain project milestones are completed.

On April 23, 2008, Osisko reported that it had entered into an agreement with Hewitt Equipment Limited to acquire the mining fleet for its Canadian Malartic Project. The fleet will include 12 Caterpillar 793F — 227 Tonne haul trucks, 2 electric loading units and various construction and auxiliary Caterpillar mining equipment. The commitment is for approximately US$83 million.

Caterpillar Financial SARL of Zurich, Switzerland, has agreed to arrange and provide for financing through Caterpillar Financial Services Limited in Canada. The initial tranche of the financing, to procure initial mobile equipment for construction, was made available upon the delivery of the equipment in 2008 and 2009. This tranche carries an interest rate at one-month LIBOR plus 2.75%, the capital and interest are payable in 60 monthly instalments. An amount of US$7 million was drawn down as of December 31, 2009.

The second tranche of the financing, to procure mining fleet, was made available in 2009. Caterpillar Financial Services Limited and the Company have modified the original agreement to allow the Company to repay the capital and interest covering the period between the delivery of the equipment until April 30, 2011. The tranche carries an interest rate at three-month LIBOR plus 2.75% and a credit spread based on

the indicative pricing for a five-year medium term note. The capital and interest are payable in 15 quarterly instalments. An amount of US$23.4 million was drawn down in 2009.

On May 9, 2008, Osisko closed with Fonds de solidarité FTQ (the “Fonds”) a $20 million unsecured debt financing having a seven-year term. The debt carries a 9.5% interest per annum, payable semi-annually in common shares or cash prior to commercial production and in cash thereafter. Principal will be repaid in a minimum of 48 equal monthly instalments commencing on the earlier of commercial production of the Canadian Malartic Project or 36 months from the closing of this unsecured debt financing. The Corporation also granted the Fonds an aggregate of 1,100,000 common share purchase warrants exercisable within 60 months following the closing of the unsecured debt financing at a price of $7.46. The Corporation may accelerate the exercise of the common share purchase warrants if Osisko’s shares trade at a significant premium to the exercise price during the term of the warrants.

Following an extensive consultation program with the residents of Malartic in cooperation with the town of Malartic, the Corporation has pursued the development of the new subdivision to relocate the southern sector of Malartic to allow access to the Canadian Malartic deposit. Several activities were initiated including:

· Continued development of the infrastructures for the new subdivision;

· Commencement of the relocation of the housing units on July 9, 2008. As of December 31, 2009, the relocation program is 95% completed;

· Continued design and engineering of the five institutional buildings; and

· Launch of the construction of the new elementary school (École des Explorateurs), the day care center and the adult education center. The construction of the new elementary school, the day care center and the adult education center was completed in August 2009.

The overall relocation program calls for 205 homes to be purchased and/or relocated. As of December 31, 2009, the Corporation has purchased 95 homes under the relocation program from owners who did not wish to be relocated to the new area.

On September 4, 2008, the Corporation filed its environmental impact assessment study (the “Environmental Impact Study”) with Québec’s Ministère du Développement durable, de l’Environnement et des Parcs (the “MDDEP”). The Environmental Impact Study concludes that given the chosen site for mining infrastructure, the selected technology and the open communication with the various stakeholders, the Canadian Malartic Project would have a minimal impact on the environment and the population and would be well within acceptable industrial norms. Moreover, Osisko has demonstrated with its work to date that it is a major partner in the responsible development of Malartic and its surrounding area. The Environmental Impact Study also underscores significant spin-offs the project would have on the local and regional economy. The Environmental Impact Study is available on the Corporation’s website at www.osisko.com.

On September 30, 2008, the Corporation completed a non-brokered private placement of 2,916,725 flow-through shares at a price of $4.20 per share for gross proceeds of $12.25 million. The shares were issued at a 42% premium to market on the date of the commitment of the transaction. The flow-through shares, under which the Corporation transfers to the subscribers the income tax benefit from eligible exploration outlays, provide the Corporation with access to lower cost capital to fund its exploration programs.

On October 17, 2008, the TSX accepted Osisko’s notice of intention to make a normal course issuer bid (the “NCIB”) Under the terms of the NCIB, Osisko may acquire up to 11,669,526 of its common shares, representing approximately 10% of the public float of Osisko as of October 15, 2008. The NCIB ended on October 20, 2009. All 445,900 common shares purchased by Osisko under the NCIB were purchased on

the open market through the facilities of the TSX at an average price of $1.71 and have been surrendered by Osisko to its transfer agent for cancellation.

On November 25, 2008, Osisko announced the results of a feasibility study (the “Feasibility Study”) for the Canadian Malartic Project. The Feasibility Study was compiled by BBA Inc. (“BBA”), with the collaboration of MICON International Limited (“MICON”), Belzile Solutions Inc. (“Belzile Solutions”), G Mining Services Inc. (“G Mining”), Genivar Limited Partnership (“Genivar”), Golder Associates Limited (“Golder”) and the Osisko technical group.

The Feasibility Study aimed to assist Osisko in its assessment of the technical feasibility and financial viability of establishing an open pit mining operation for the Canadian Malartic Project. The Feasibility Study concluded that the Corporation should advance to the final stage of implementation including securing project financing, completing the relocation program by the end of 2009, securing required permits and authorizations from governmental and regulatory authorities, continuing the engineering program and initiating the construction phase.

Summary highlights of the Feasibility Study are shown in the table below(1):

Proven and probable gold reserves (oz)	6,283,000
Estimated net recoverable gold (oz)	5,397,000
Average annual gold production (oz)	591,000
Average annual silver production (oz)	754,000
Cash cost per ounce
- before royalties	$	320
- with royalties, net of silver revenues	$	319
Total investment (CAPEX)	$	789M
CAPEX per recoverable oz	$	146
Sustaining capital	$	95M
Closure costs	$	45M
Operating cash flow pre-tax	$	2,463M
Mine Life	10 years

(1) Amounts in US$. A gold price of US$775 per ounce and a silver price of US$10 per ounce were assumed in the financial analysis and third quarter 2008 market prices for all materials and labour were applied. The Feasibility Study assumed an exchange rate of 1.18 (with respect to Canadian expenditures) and an oil price of US$70 per barrel.

The Feasibility Study showed that on its own, the main deposit provides strong returns in the current economical environment. See “3.3 Mineral Projects” for further details on the results of the Feasibility Study. The Feasibility Study is available on the Corporation’s website at www.osisko.com and on the SEDAR website at www.sedar.com.

On January 23, 2009, Osisko announced that it had signed a framework agreement with Québec’s Ministère des Ressources naturelles et de la Faune (the “MRNF”) covering the closure and rehabilitation of the orphaned East Malartic tailings pond (“East Malartic”) for which the MRNF became responsible in 2004. The framework agreement stipulates that each party will assume half the cost of rehabilitating East Malartic, for which the preliminary estimate amounts to $23 million. On March 16, 2010, Osisko

and the MRNF concluded the terms of a definitive agreement contemplating the use of tailings from the future Canadian Malartic mine, transported through pipes as thickened slurry, to cap and thereby restore the East Malartic tailings pond. Upon receipt of an independent consultant’s report confirming the efficiency of the mineral cover, Osisko will assume responsibility for this tailing area and its proper its restoration in accordance with laws and regulations, with the MRNF retaining the responsibility for past mining activities (i.e. prior to Osisko’s).

The Environmental Impact Study filed with the MDDEP on September 4, 2008 was reviewed by the Québec Government authorities to establish compliance with MDDEP guidelines. On January 26, 2009, the MDDEP issued a notice of receivability for the Environmental Impact Study which initiated a period of information for the public to consider requesting the Bureau d’audiences publiques sur l’environnement (the “BAPE”) to study the Canadian Malartic Project. Osisko, together with the town of Malartic and the Community Consultation Group, made a formal request to the MDDEP to hold public hearings. The MDDEP mandated the BAPE on March 9, 2009, to initiate public hearings and issue a recommendation on the Canadian Malartic Project within a four-month period. The first phase of the public hearings was held in March 2009 in Malartic and the second phase in April 2009.

On July 9, 2009, the MDDEP made public the report on the public inquiry and hearings on the Canadian Malartic Project by the BAPE. The report concluded that the Canadian Malartic Project could be authorized under certain conditions including (i) certain follow-up programs; and (ii) the deposit of financial guarantees sufficient to ensure that the Canadian Malartic Project could be carried out in a sustainable development perspective. The complete report is available on the BAPE website at www.bape.gouv.qc.ca.

On January 26, 2009, Osisko announced estimated Inferred Mineral Resources for the western portion of the South Barnat deposit (“South Barnat”), located on the Canadian Malartic Property. South Barnat is a separate gold deposit adjacent to the Canadian Malartic deposit. Belzile Solutions, has estimated a global Inferred Mineral Resource of 1.81 million ounces of gold at an average grade of 2.12 g/t Au based on a lower cut-off grade of 1.00 g/t Au, and a global Inferred Mineral Resource of 2.03 million ounces of gold at an average grade of 1.74 g/t Au based on a lower cut-off grade of 0.36 g/t Au.

On February 25, 2009, the Corporation closed a public offering by way of short form prospectus, on a bought-deal basis, with a syndicate of underwriters. Osisko issued a total of 88,550,000 units at a price of $4.55 per unit, for aggregate gross proceeds of $402.9 million. Each Unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder thereof to purchase one additional common share upon payment of the exercise price of $5.45 until November 17, 2009. The net proceeds amounted to $381.8 million, after the payment of underwriters’ 5% commission of $20.1 million and related expenses of $1.0 million, are being used in the development and construction of the Canadian Malartic Project and for general corporate purposes. The estimated use of the proceeds is as follows:

Use of Proceeds	(In thousands of dollars)
Community Resettlement	$	67,500
Mining (mine stripping)	$	13,500
Electrical and Communication	$	21,500
Infrastructure	$	28,500
Processing Plant	$	197,425
Tailings and Water Management	$	3,500
Indirects (Detailed Engineering, Construction Management, Ocean and other Freight, Temporary Facilities, Equipment, Tools and Maintenance)	$	38,000
General Corporate Purpose	$	11,933
Total	$	381,858

On February 26, 2009, the Corporation reported preliminary metallurgical results on South Barnat. The overall recovery from 42 individual leach tests of the direct whole ore cyanidation process is confirmed at an average of 92% (range of 86.6% to 97.2%) from composite samples representing the main lithologies of the deposit at an average head grade of 1.92 g/t Au (range of 0.74 to 7.64 g/t Au) and prepared to 80% minus 60 microns grind size. Petrographic studies have been initiated on mineralized samples to establish specifics of gold mineralization at South Barnat and confirm the preliminary metallurgical results that indicate South Barnat ore will be compatible with the processing circuit at the Canadian Malartic Project.

On June 2, 2009, Osisko reported the updated NI 43101 compliant resource estimate for South Barnat. Belzile Solutions has estimated, based on a cut-off grade of 1.00 g/t Au, that the global Measured and Indicated resource is 1.94 million ounces of gold at an average grade of 2.09 g/t Au with an additional 100,000 ounces of gold at an average grade of 1.86 g/t Au in the Inferred category. See “3.3 Mineral Projects — Mineral Resource Estimate and Exploration - General” for further details on the South Barnat deposit.

On August 20, 2009, the Conseil des ministres du Québec approved the order in council authorizing the completion of the Canadian Malartic Project and on August 27, 2009 the Corporation’s construction team initiated construction activities.

On September 1, 2009, the Corporation closed a second public offering by way of short form prospectus, on a bought deal basis, with a syndicate of underwriters. Osisko issued a total of 21,361,250 common shares at a price of $7.00 per common share for aggregate gross proceeds of $149.5 million. The net proceeds of the offering amounting to $142.4 million are being used for the development and construction of the Canadian Malartic Project and for general working capital purposes. The estimated use of the proceeds is as follows:

Use of Proceeds	(In thousands of dollars)
Mining	$	20,000
Processing	$	80,000
Indirects (Detailed Engineering, Construction Management, Ocean and other Freight, Temporary Facilities, Equipment, Tools and Maintenance)	$	20,000
General Corporate Purpose	$	22,426
Total	$	142,426

On September 24, 2009, Osisko entered into a financing agreement with CPPIB Credit Investments Inc. (“CPPIB”), a wholly owned subsidiary of the CPP Investment Board. Under the terms of the agreement, Osisko has the ability to draw up to $150 million in loans in two tranches:

i) Tranche A — An amount of $75 million was drawn on November 25, 2009. Osisko issued CPPIB 7 million warrants exercisable before September 24, 2014, at a price of $10.75, which represents a 30% premium to the 15 day volume weighted average price. Proceeds are to be used on the development and construction of the Canadian Malartic Project;

ii) Tranche B — An amount of $75 million may be drawn on March 31, 2010, at the discretion of Osisko, for general corporate purposes. If the amount is drawn, CPPIB would receive an additional 5.5 million warrants having a 5-year term at similar terms to those issued in connection with Tranche A.

The loan carries an interest rate of 7.5% per annum, payable in cash on a quarterly basis, and is secured against substantially all of the assets of the Corporation. On March 30, 2010, CPPIB agreed to extend the drawdown date of Tranche B to December 31, 2010, in consideration for Osisko agreeing not to proceed with any voluntary prepayment before October 2012.

On November 9, 2009, Osisko concluded a $75 million financing agreement with SGF Mines Inc. (“SGF”) by way of senior non-guaranteed debenture, convertible at the discretion of the SGF, into Osisko shares at a price of $9.18 per share. It carries an interest rate of 7.5% per annum, payable on a quarterly basis in shares until commencement of commercial production and in cash thereafter. The initial capital is to be reimbursed no later than November 9, 2014. The proceeds are being used to fund the development and construction of the Canadian Malartic Project.

In November 2009, Osisko received the following proceeds from the exercise of previously granted warrants:

· $39.6 million from the exercise of 5,015,490 warrants at $7.90. A total of 4,609,510 warrants were not exercised and expired on November 16, 2009; and

· $241.3 million from the exercise of 44,266,256 warrants at $5.45. A total of 8,744 warrants were not exercised and expired on November 17, 2009.

On December 11, 2009, Osisko and Clifton Star Resources Inc. (“Clifton”) announced the execution of a joint venture agreement on the Clifton’s Duparquet Project. In consideration of exploration and development expenditures totaling $70 million over a four-year period, Osisko will earn a 50% interest in the Duparquet Project and will act as operator of the joint venture.

On December 14, 2009, Osisko announced an updated resource estimate for the Canadian Malartic Project. Belzile Solutions has estimated global Measured and Indicated resource of 11.20 million ounces of gold at an average undiluted grade of 1.10 g/t Au, with an additional 0.47 million ounces of gold at an average grade of 0.73 g/t Au in the Inferred category, based on a lower cut-off grade of 0.34 g/t Au. This new estimate included the combined, previously-reported resources of the Canadian Malartic deposit and the South Barnat deposit, as well as additional resources defined from ongoing drilling within the previously estimated pit shells and immediately southeast of the pit shells.

During 2009, Osisko also closed private placements of non-brokered flow-through financing of totaling $14.4 million. The proceeds are committed to pursue exploration programs on several exploration projects and on the Canadian Malartic Project.

During 2010, the Corporation intends to focus on:

· advancement of the development and construction of its flagship Canadian Malartic Project;

· growth of its reserve and resource base through the exploration programs; and

· pursuing the acquisition of additional advanced stage projects.

Regarding the latter point, the Corporation announced on March 22, 2010, a friendly take over bid to acquire Brett Resources Inc. (“Brett”). Osisko and Brett entered into a definitive support agreement pursuant to which Osisko will offer to acquire (the “Offer”) all of the issued and outstanding common shares of Brett (the “Shares”). Osisko agreed to offer shareholders of Brett (the “Shareholders”) 0.34 of an Osisko common share for each common share of Brett held. The consideration under the Offer represents a premium of 52.5% using the 20-day volume weighted average prices of Osisko and Brett on the TSX and TSX Venture, respectively for the 20 trading day period ending March 16, 2010. The value of the total consideration offered to the Shareholders is approximately $372 million calculated on a fully-diluted basis, implying an enterprise value of approximately $308 million. The boards of directors of both companies have unanimously approved this transaction and the board of directors of Brett will recommend that Shareholders tender to the Offer.

This transaction will positions Osisko as a near-term, diversified growing gold producer through, notably, ownership of Brett’s Hammond Reef project.

Hammond Reef is a large and growing development project with potential to become a substantial open-pit mine. Hammond Reef currently hosts a NI 43-101 compliant inferred resource of 6.70 million ounces of gold (259.4 million Tonnes at a grade of 0.8 g/t Au, using 0.3 g/t Au cut-off), of which 97% lies within 300 metres of surface.

A preliminary assessment study (the “Study”) was completed by Brett in November 2009 outlining an initial 14 year mine life operating at 50,000 tpd. Over the first six years, on average, Hammond Reef is expected to produce 463,000 ounces of gold per year at cash costs of US$382 per ounce (including royalties, net of silver credits). Over the life of mine, Hammond Reef is expected to produce a total of 5.13 million ounces of gold at an average rate of 369,000 ounces per year and average cash costs of US$442 per ounce (including royalties, net of silver credits). Using a gold price of US$990 per ounce the Study shows that Hammond Reef has an after-tax net present value of US$811 million (using a 5% discount rate) and an internal rate of return of 22.9%.

For further information on Hammond Reef please see Brett’s “Preliminary Assessment of the Hammond Reef Gold Project, Atikokan, Ontario, Canada”; completed by Scott Willson Roscoe Postle

Associates Inc., November 27, 2009, a copy of which is available on Brett’s website at www.brettresources.com and on the SEDAR website at www.sedar.com.

A take-over bid circular containing the full details of the Offer (together with a Brett board of Directors’ circular) and other related documents are expected to be mailed to Shareholders on or about April 13, 2010.

In the event that the transaction is not completed, in certain circumstances, Brett has agreed to pay Osisko a termination fee equal to $17.5 million. The Offer is conditional on the deposit to the Offer of at least 66 2/3% of the outstanding Shares, as well as receipt of any necessary regulatory approvals and satisfaction or waiver of other customary conditions. The Offer, unless extended, will expire 36 days after it begins.

Brett’s financial advisors have each provided a verbal opinion to the Independent Committee of Brett that the consideration offered is fair, from a financial point of view, to Brett’s shareholders.

There was no significant acquisition completed by Osisko during the financial year ended December 31, 2009.

The Corporation is engaged in the business of acquiring, exploring and developing mineral properties, primarily those containing gold and associated precious metals. Osisko’s operations, development projects and exploration activities are mostly concentrated in its wholly-owned Canadian Malartic Property in the Abitibi Gold Belt, immediately south of the town of Malartic and approximately 25 kilometres west of the city of Val-d’Or, Québec. Osisko is progressing actively towards the development of the Canadian Malartic Project. See “3.3 Mineral Projects”.

The Corporation also currently maintains operation, exploration, and development activities on the following exploration properties which are not presently considered material projects:

Properties	Metal	No. of Claims / Permits	Interest	Planned Work
Cadillac, Québec, Canada	Gold	241	100%	Sampling
East Amphi, Québec, Canada	Gold	85	100%	Drilling
Malartic CHL, Québec, Canada	Gold	10	70% Option	Drilling
Dunn, Québec, Canada	Gold	51	50% Option (1)	Geophysics-drilling
Mountjoy, Ontario, Canada	Gold	105	50% Option (2)	Geophysics
Goldboro, Nova Scotia, Canada	Gold	5,741	50% Option (3)	Drilling
Duparquet, Québec, Canada	Gold	138	50% Option	Drilling

(1) Option can be increased to 65%.

(2) Option can be increased to 70%.

(3) Option can be increased to 60%.

Employees

As at December 31, 2009, Osisko employed a total of 138 people.

The Corporation is an exploration and development corporation that operates in an industry that is dependent on a number of factors that include environmental, legal and political risks, the existence of economically recoverable reserves, and the ability of the Corporation to obtain necessary financing to complete development and future profitable production or the proceeds of disposition thereof. An investment in the Corporation’s common shares is highly speculative and subject to a number of risks and uncertainties. An investor should carefully consider the risks described below and the other information filed with the Canadian securities regulators before investing in the Corporation’s common shares. If any of the following risks occur, or if others occur, the Corporation’s business, operating results and financial condition could be seriously harmed and investors may lose a significant proportion of their investment.

The Corporation is in its exploration and development stage and has no history of profitability. The Corporation completed a positive feasibility for its Canadian Malartic Project. The Corporation has raised and secured the necessary funding for the Project. If additional funds are required, the source of funds available to the Corporation is through the sale of additional equity capital or borrowings. There is no assurance that such funding will be available to the Corporation. Furthermore, even if such financing is available, there can be no assurance that it will be successfully obtained on terms favourable to the Corporation or provide the Corporation with sufficient funds to meet its objectives, which may adversely affect the Corporation’s business and financial condition.

The Corporation plans to: (i) complete the permitting application process in respect of the Canadian Malartic Project; (ii) continue construction; and (iii) commence commercial production in 2011. However, there are significant risks that the commencement and completion of construction of a mine on the Canadian Malartic Project could be delayed due to circumstances beyond the Corporation’s control. Such risks include delays in acquiring all of the necessary surface rights, delays in obtaining mining leases, environmental and construction authorizations and permits, delays in finalizing all necessary detailed engineering, as well as unforeseen difficulties encountered during the construction process.

The figures for Proven and Probable Mineral Reserves, Measured Mineral Resources and Indicated Mineral Resources contained in this Annual Information Form are estimates only and are used as a relative measure of the level of confidence in the resource or reserve estimate. Readers are cautioned that Measured or Indicated mineral resources are not economic Mineral Reserves and that the economic viability of resources that are not Mineral Reserves has not been demonstrated. No assurance can be given that the mining of anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Mineral Reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Corporation’s control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Mineral Reserves, such as the need for orderly development of the ore bodies or the

processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold and silver recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Fluctuation in gold and silver prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of such estimate. The volume and grade of reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of Mineral Reserves and Mineral Resources, or of the Corporation’s ability to extract these Mineral Reserves, could have a material adverse effect on the Corporation’s results of operations and financial condition.

All phases of the Corporation’s operations are and will be subject to federal, provincial and local environmental regulations in the various jurisdictions in which the Corporation operates. These regulations mandate, among other things, the maintenance of air and water quality standards, noise limitation, land use standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid, liquid and hazardous waste. Environmental legislation is evolving in a manner which will require, in certain jurisdictions, stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. No certainty exists that future changes in environmental regulation, if any, will not adversely affect the Corporation’s operations. Environmental hazards may exist on the Corporation’s properties which are unknown to management at present and which have been caused by previous owners or operators of the properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Québec provincial legislation in mining matters contemplates the acquisition and ownership of mining titles, safety standards, royalties and mining taxes. The Mining Act (Québec) ensures the rehabilitation and restoration of lands affected by mining activities. Thus, a company who carries out mining operations in respect of tailings must obtain the approval of the MRNF and the MDDEP for any plan for the rehabilitation and restoration of land affected by its operations; such company must comply with the plan and provide a financial guarantee to that effect. Where a company commences mining operations, it must submit its rehabilitation and restoration plan within one year following the beginning of its activities. The MRNF and the MDDEP may require or impose additional conditions or obligations before giving its approval to the closure and restoration plans. Such plans, once approved, must be resubmitted every five years for approval by the MRNF. The MRNF may review the financial guarantees at any time if it is of the opinion that the guarantee is insufficient and may require additional guarantees. The MRNF may enjoin a company who has already ceased its mining operations on a particular site to perform the rehabilitation and restoration work required by the presence of tailings. If said company does not comply with any of the aforementioned amendments and regulations, the MRNF may have the rehabilitation and restoration work executed by a third party at the cost of such company. The Corporation does not foresee any difficulty in meeting the requirements under the Mining Act (Québec).

Factors beyond the control of the Corporation may affect the marketability of any ore or minerals discovered at the Corporation’s properties. Resource prices have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Corporation’s control including international economic and political trends, inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new and improved extraction and production methods. The effect of these factors cannot accurately be predicted.

Gold prices historically have fluctuated widely and are influenced by a number of factors beyond the control or influence of the Corporation. Some factors that affect the price of gold include: industrial and jewelry demand; central bank lending or purchases or sales of gold bullion; forward or short sales of gold by producers and speculators; future level of gold productions; and rapid short-term changes in supply and demand due to speculative or hedging activities by producers, individuals or funds. Gold prices are also affected by macroeconomic factors including: confidence in the global monetary system; expectations of the future rate of inflation; the availability and attractiveness of alternative investment vehicles; the general level of interests rates; the strength of, and confidence in the U.S. dollar, the currency in which the price of gold is generally quoted, and other major currencies; global and regional political or economic events; and costs of production of other gold producing companies whose costs are denominated in currencies other than the U.S. dollar. All of the above factors can, through their interaction, affect the price of gold by increasing or decreasing the demand for or supply of gold.

Mineral exploration and development is extremely competitive and involves a high degree of risk. The Corporation must compete with a number of other companies that may have greater technical and financial resources. It involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Most exploration programs do not result in the discovery of significant mineralization and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Commercial viability of exploiting any deposits encountered depends on a number of factors including infrastructure, commodity prices, energy costs, inflation, interest rates, financial market conditions, potential litigation, availability of qualified labour and governmental regulations, in particular those in relation to price, taxes, royalties, land use, governmental involvement in the project, importation and exportation duties. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered of sufficient quantity, quality, size and grade on any of the Corporation’s exploration properties to justify commercial operations nor that any exploration property will be brought into production.

The common shares of the Corporation are listed on the TSX. Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The price of the common shares is also likely to be significantly affected by short-term changes in gold and silver or in its financial condition or results of operations as reflected in its quarterly earnings reports.

As a result of any of these factors, the market price of the common shares at any given point in time may not accurately reflect the Corporation’s long-term value. There can be no assurance that continual fluctuations in price will not occur.

Although the Corporation has obtained title opinions with respect to its properties and has taken all possible measures to ensure proper title to its properties, including filing of necessary documents and payment of rents to local regulatory authorities, there is no guarantee that the title to any of its properties will not be challenged. Third parties may, unbeknownst to the Corporation, have valid claims underlying portions of the Corporation’s interests.

The current and future operations of the Corporation, from exploration through development activities and commercial production, if any, are and will be governed by applicable laws and regulations governing mineral claims acquisition, prospecting, development, mining, production, exports, taxes, labour standards, occupational health and safety, waste disposal, land use, environmental protection, mine safety and other matters. Companies engaged in exploration activities and in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. The Corporation has received all necessary permits for the exploration and development work it is presently conducting; however, there can be no assurance that all permits which the Corporation may require for future exploration, development, construction of mining facilities and conduct of mining operations, if any, will be obtained on reasonable terms or on a timely basis, or that such laws and regulations would not have an adverse effect on any project which the Corporation may undertake.

Failure to comply with applicable laws, regulations and permits may result in enforcement actions thereunder, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. The Corporation may be required to compensate those suffering loss or damage by reason of its mineral exploration and development activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits.

Existing and possible future laws, regulations and permits governing operations and activities of exploration and development companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in capital expenditures or require abandonment or delays in exploration and development work.

The development of the Canadian Malartic Property will require an experienced and skilled management, technical and operating workforce. The mining sector is usually experiencing a highly competitive demand for qualified personnel and the Corporation cannot provide assurance that it will be able to attract or retain such personnel.

The mining industry is subject to significant risks that could result in damage to or destruction of property and facilities, personal injury or death, environmental damage and pollution, delays in production,

expropriation of assets and loss of title to mining claims. No assurance can be given that insurance to cover the risks to which the Corporation’s activities are subject will be available at all or at commercially reasonable premiums. The Corporation currently maintains insurance within ranges of coverage that it believes to be consistent with industry practice for companies of a similar stage of development. The Corporation carries liability insurance with respect to its mineral exploration operations, but it not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is prohibitively expensive. The payment of any such liabilities would reduce the funds available to the Corporation. If the Corporation is unable to fully fund the costs of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

The Corporation has no history of earnings and there is no assurance that any of its mineral properties will generate earnings, operate profitably or provide a return on investment in the near future. The Corporation has not paid dividends in the past and has no plans to pay dividends for the foreseeable future. The future dividend policy of the Corporation will be determined by its directors.

The Corporation’s main activities and offices are currently located in Canada. However, some of the costs associated with the Corporation’s activities in Canada are denominated in currencies not directly related to the price of the Canadian dollar. In addition, the Canadian dollar is subject to fluctuation in value in relation to other currencies. Any appreciation of these currencies vis-à-vis the Canadian dollar could increase the Corporation’s cost of doing business abroad. For the period ending December 31, 2009, the Corporation did not utilize hedging programs to mitigate the effect of currency movement.

Competition

The Corporation is in competition with other mining companies for the acquisition of interests in precious and base metal mining properties. In the pursuit of such acquisition opportunities, the Corporation competes with several Canadian and foreign companies that may have substantially greater financial and other resources. Although the Corporation has acquired many such assets in the past, there can be no assurance that its acquisition efforts will succeed in the future.

Certain directors and officers of the Corporation may also serve as directors and/or officers of other public and private companies and devote a portion of their time to manage other business interests. Furthermore, certain directors and officers of the Corporation may also serve as directors of other companies involved in mineral exploration and development. Consequently, the possibility of conflict of interest exists at several levels.

To the extent that such other companies may participate in ventures in which the Corporation is also participating, or participate in business transactions with the Corporation, such directors and officers may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company’s participation. Canadian law and Corporation policy require the directors and officers of the Corporation to act honestly, in good faith, and in the best interests of the Corporation and its shareholders. However, in conflict of interest situations, our directors and officers may owe the same duty to another company and will need to balance the competing obligations and liabilities of their actions, or declare and

refrain from voting on any matters in which such directors have a conflict of interest. There is, however, no guarantee that the Corporation’s interests will receive priority in all cases.

Legal, accounting and other expenses associated with public Corporation reporting requirements have increased significantly in the past few years. The Corporation anticipates that costs may continue to increase with recently adopted or proposed executive compensation and corporate governance related requirements, including, without limitation, requirements under National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, National Instrument 52-110 Audit Committees and National Instrument 58-101 Disclosure of Corporate Governance Practices.

The Corporation also expects these new rules and regulations may make it more difficult and more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for the Corporation to attract and retain qualified individuals to serve on its board of directors or as executive officers.

Mineral exploration and mining activities may be affected in varying degrees by changes in government regulations such as tax laws, business laws, environmental laws and mining laws, affecting the Corporation’s business in foreign country. Any changes in regulations or shifts in political conditions are beyond the control of the Corporation and may adversely affect its business, or if significant enough, may make it impossible to continue to operate in such country. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, foreign exchange restrictions, income taxes, expropriation of property, environmental legislation and mine safety.

The Corporation’s principal asset, the Canadian Malartic gold deposit, is located adjacent to the community of Malartic. Commercial open-pit production of the deposit will require not only the collaboration and support of the town council and residents of Malartic, but will also require relocation of a portion of the town, which is largely completed. An eventual commercial open-pit production of the South Barnat deposit would require the relocation of a portion of highway 117, for which permits have not yet been obtained. Although the Corporation has taken all possible measures to ensure majority community support for the project, there is no guarantee that the Corporation will continue to retain the social contract necessary for commercial production of the deposit, nor that the completion of the relocation program will not suffer any delay.

CANADIAN MALARTIC

Part of the following disclosure relating to the Canadian Malartic Property has been derived from:

(1) an independent technical report (herein referred to as the “Canadian Malartic Report”) on the Canadian Malartic Property entitled “Feasibility Study — Canadian Malartic Project (Malartic, Québec)” dated December 2008 compiled by BBA, with the collaboration of MICON, Belzile Solutions, G Mining, Genivar, Golder and the Osisko technical group. Messrs. David

Runnels, Eng. (BBA), B. Terrence Hennessey, P. Geo. (MICON), Elzéar Belzile, Eng. (Belzile Solutions), Louis-Pierre Gignac, Eng. (G Mining), André-Martin Bouchard (Genivar) and Michel R. Julien, Eng., Ph.D. (Golder) are “qualified persons” within the meaning of NI 43-101 and are independent of the Corporation. The Canadian Malartic Report is available for inspection during regular business hours at the corporate head office of the Corporation and may also be reviewed under the Corporation’s profile on the SEDAR website (www.sedar.com); and

(2) an independent technical report (herein referred to as the “Canadian Malartic Updated Report”) on the Canadian Malartic Property entitled “Updated resource and reserve estimates for the — Canadian Malartic Project (Malartic, Québec)” dated March 22, 2010 by Belzile Solutions, G Mining. Messrs. Elzéar Belzile, Eng. (Belzile Solutions) and Louis-Pierre Gignac, Eng. (G Mining) are “qualified persons” within the meaning of NI 43-101 and are independent of the Corporation. The Canadian Malartic Report is available for inspection during regular business hours at the corporate head office of the Corporation and may also be reviewed under the Corporation’s profile on the SEDAR website (www.sedar.com).

The following summaries of the Canadian Malartic Report and of the Canadian Malartic Updated Report are reproduced herein for the purposes of the disclosure of the Canadian Malartic Property required under section 5.4 of Form 51-102F2.

Unless otherwise indicated, technical information which has been disclosed since the release of the Canadian Malartic Report has been prepared under the supervision of Robert Wares, P. Geo., the Chief Operating Officer of the Corporation, who is a “qualified person” within the meaning of NI 43-101.

Summary of the Canadian Malartic Report

The Canadian Malartic Property is located in the Abitibi region of north-western Québec. It lies entirely within Fournière Township, immediately south of the town of Malartic, about 25 km west of Val-d’Or, Québec and about 550 km northwest of Montreal, Québec. The Canadian Malartic Property is of roughly rectangular shape, extending about 13 km east-west and about 4 km north-south. The Canadian Malartic Property also covers the southern portion of the town of Malartic itself.

The Canadian Malartic Property is comprised of 121 contiguous mining titles, 108 Map Designated Claims (“CDC”), 12 claims (“CL”) and one Mining Concession (“CM”) covering a total of 5,377 ha. During 2009, the Corporation was also granted two surface leases covering 1,856 ha for its tailings and milling plant. In addition, on November 25, 2009, the MRNF granted Osisko a mining lease (“ML”) having a total area 189 ha. Registration of this lease at the mining registry is pending and CDC and CL affected by said ML have been suspended accordingly in order to avoid overlapping.

Exploration rights immediately north of the Canadian Malartic Property are owned by the Corporation (East Amphi property) and by Niogold Mining Corp. Rights to the east are owned by Golden Valley Mines Ltd. (“Golden Valley Mines”), to which the Corporation has an option to earn a 70% interest, and by Northern Star Mining Corp. Rights to the southeast of the Canadian Malartic Property are owned by an individual prospector and C2C Inc., whereas rights to the west are owned by the Corporation under a separate property (Cadillac property).

A ML entitles the holder to mine and remove minerals from the land forming part of such ML. A mining lease is granted for an initial term of 20 years and is renewable up to three times, each for a 10-year term. The holder of a mining lease shall pay an annual rent which is prescribed by mining regulations.

A claim (CL or CDC) provides the owner with a two-year exclusive right to explore the designated territory for any mineral substances with certain exceptions. After the two-year period, claims can be renewed for an additional two-year term on certain conditions including that sufficient assessment work is done. A claim provides a right of access, though not surface rights, to a designated parcel of land on which exploration work may be undertaken. Access to land that has been granted, alienated or leased by the Crown for non-mining purposes requires the permission of the current surface rights-holder. Additionally, claims that lie within town boundaries or lands identified as state reserves may be subject to further conditions and obligations concerning the work to be performed on the claim. Expiration dates for the various mining titles of the Canadian Malartic Property vary between February 10, 2011and February 19, 2012. Incurred exploration expenditures on the Canadian Malartic Property currently exceed the minimum expenditures required to maintain the claims in good standing.

A CM is initially granted for a twenty-year period, with the possibility of renewal for additional ten-year periods. There is no obligation or work requirement needed to maintain the concession other than the payment of an annual fee based on the size of the concession. The CM provides some surface rights to the owner, limited to those necessary for mining activities.

Each of the two surface leases is granted for a one year term, renewable on a yearly basis.

The Canadian Malartic Property was acquired by the Corporation in stages from 2004 to 2009. The majority of the mining titles of the Canadian Malartic Property was map-staked by the Corporation or its appointed intermediaries, and is not subject to any encumbrances. Others were purchased outright from independent parties, without royalties or other obligations. Of the 121 mining titles comprising the Canadian Malartic Property, 21 are subject to agreements as presented in the following table:

Mining Titles		Agreements and Encumbrances
CM 226 CL 3941621, CL 3941633 CL 3941634, CL 3941635 CL 3950771, CL 3950772		Mining titles 100% owned by Osisko. The claims were purchased from McWatters Mining Inc. (“McWatters”) liquidating trustee in consideration of a cash payment. The claims are subject to a sliding 2% - 3% NSR payable to Royal Gold, Inc.(“Royal Gold”). The royalty rate is tied to the price of gold, with the higher rate taking effect if the gold price is greater than US$350/oz. Half of the royalty can be purchased back by Osisko for US$1.5 million.
CL 5144234, CL 5144235 CL 5144236, CL 5144237 CL 5144238, CL 5144239		Mining titles 100% owned by Osisko. The claims were acquired from Dianor Resources Inc. (“Dianor”) and subsidiary Threegold Resources Inc. (“Threegold”) in consideration of cash and shares. The claims are subject to a 2% NSR payable to a private individual. The entire royalty may be purchased back by Osisko for $2,000,000.

Mining Titles		Agreements and Encumbrances
CDC 72271		Mining title 100% owned by Osisko. Claim purchased from Golden Valley Mines for a cash consideration. The claim is subject to a 2% NSR payable to Golden Valley Mines.
CDC 2000854, CDC 2000855 CDC 2000856, CDC 2000857 CDC 2000858, CDC 2000859		Mining titles 100% owned by Osisko. The claims were purchased from a private individual representing J. Stoch, in consideration of a cash payment. The claims are subject to a 2.5% Gross Overriding Metal Royalty.
CDC 2001055		Mining title 100% owned by Osisko. The claim was purchased from a private individual in consideration of a cash payment. The claim is subject to a 2.5% Gross Overriding Metal Royalty.

The Corporation is not aware of any environmental liabilities, obligations or responsibilities associated with the Canadian Malartic Property, other than the adherence to the regulations of the MDDEP concerning exploration activities. Several non-remediated tailings ponds of the past-producing East Malartic mine occur on the Canadian Malartic Property but as long as these are covered by exploration rights (CDC’s), the environmental liabilities related to these ponds are the responsibility of the MRNF. With respect to the formal agreement entered into with the MRNF on March 16, 2010, further to the signing of a framework agreement in January 2009, the environmental liability related to past producing mines will remain with the MRNF while any new environmental obligations which will derive from mining of the Project will be the sole responsibility of Osisko.

On September 4, 2008, the Corporation filed its Environmental Impact Study with the MDDEP. The Environmental Impact Study concluded that, given the chosen site for mining infrastructure, the selected technology and the open communication with the various stakeholders, the Canadian Malartic Project would have a minimal impact on the environment and the population and would be well within acceptable industrial norms. Moreover, Osisko has demonstrated with its work to date that it is a major partner in the responsible development of Malartic and its surrounding area. The Environmental Impact Study also underscored significant spin-offs the project would have on the local and regional economy.

The Environmental Impact Study has been reviewed and accepted by Québec governmental authorities who established its compliance with MDDEP guidelines. The formal process of the BAPE commenced on March 11, 2009 and, on July 9, 2009, the MDDEP has made public the report on the public inquiry and hearings. The report concluded that the Canadian Malartic Project could be authorized under certain conditions including (i) certain follow-up programs; and (ii) the deposit of financial guarantees sufficient to ensure that the Canadian Malartic Project could be carried out in a sustainable development perspective. On August 20, 2009, the Conseil des ministres du Québec has approved the order in council authorizing the completion of the Canadian Malartic Project.

The northern extents of the Canadian Malartic Property can be accessed directly from highway 117. A paved road running north-south from the town of Malartic towards Lake Mourier cuts through the central area of the Canadian Malartic Property. The Canadian Malartic Property is further accessible by a series of logging roads and trails, as well as a network of gravel roads associated with the past producing mines. Malartic is also serviced by a rail-line which cuts through the middle of the town. The nearest large airport is located in Val-d’Or, about 25 km east of Malartic.

Mean annual temperature for the Val-d’Or/Malartic area is 1.2°C, with average daily temperatures ranging from -17.2°C in January to 17.2°C in July. The average total annual precipitation is 914 mm, peaking in September (102 mm) and at a minimum in February (40.5 mm). Snow falls between October and May, with most occurring between November and March. Peak snowfall occurs in December, averaging 610 mm, equivalent to 54 mm of water. Winds are generally from the south or southwest from June through January, and mainly from the northwest from February through May. Average wind velocities are in the order of 11 to 14 km/h.

The Canadian Malartic Property is located in the southern portion of the town of Malartic. The town has a population of around 3,500 people and hosts a variety of commercial and institutional establishments, including day cares, an adult learning center, a cultural center, a long term elderly care facility, a hospital, motels, restaurants, service suppliers, retailers and a community health clinic, as well as elementary and high schools. The city of Val-d’Or, some 25 km east of Malartic, hosts a large number of manufacturers and suppliers who serve the mining industry.

Local manpower trained in heavy equipment/industrial operations is available in Malartic. Skilled workers may also be available from the areas within an approximate 35 km radius of Malartic, specifically Cadillac to the west and Val-d’Or to the east, where a number of mines are still in operation.

The Canadian Malartic Property is situated in the Abitibi lowlands and is relatively flat, consisting of plains with a few small hills. The topographic relief on the Canadian Malartic Property is subtle, with a difference of about 95 m between maximum and minimum elevations. Most of the area is sparsely wooded with secondary growth black spruce, larch and birch as the dominant species. The central, east-central and west-central parts of the Canadian Malartic Property are cut by a number of small streams, generally oriented east-west and connecting bogs or swampy areas. The south eastern extremity of the Canadian Malartic Property partially overlaps onto Lake Fournière, which covers about 28 km2.

Overburden is characteristically a thin layer of till, typically only a few metres thick, with local development of organic-rich boggy material. Outcropping exposures are relatively rare, generally restricted to localized zones in which the lithology is silica-altered and more resistant to erosion.

History

Gold was first discovered in the Malartic area in 1923 by the Gouldie Brothers at what is now designated the Gouldie Zone. In 1925, a new showing was discovered and staked by an Ottawa-based prospecting syndicate, located about 1.6 km northwest of the Gouldie prospect. This property was sold to the newly-incorporated Malartic Gold Mines in 1927. Malartic Gold Mines undertook drilling, trenching and limited underground development on the deposit until 1929, when the project was suspended with the onset of the Great Depression.

In 1933, the original Canadian Malartic Gold Mines Ltd. took possession of the Malartic Mines property as well as the claims covering the Gouldie prospect. Production at the original Canadian Malartic Mine began in 1935 and continued uninterrupted until 1965. The original Canadian Malartic success prompted additional exploration, discovery and development immediately to the east. The Barnat/Sladen Mines and East Malartic Mine independently went into production in 1938 and continued with only minor interruptions until 1970 and 1983, respectively.

In 1964, Falconbridge Nickel Ltd. purchased the original Canadian Malartic Mine and, following cessation of gold production in 1965, refurbished the mill to process nickel ore from its Marbridge Mine. These operations ceased in 1968, after which the original Canadian Malartic mill was decommissioned and removed.

In 1974, the mining titles covering a portion of the historic Canadian Malartic holdings were purchased by East Malartic Gold Mines. The rest of the gold camp, covering the balance of the original Canadian Malartic ground, as well as the past-producing Barnat/Sladen and East Malartic Mines, was acquired in 1979 by Long Lac Exploration Ltd. These two companies, as well as a third Ontario-based company, merged in 1982 to form Lac Minerals ltd. (“Lac Minerals”), which continued to explore the property over the next decade with the objective of defining a near-surface gold resource amenable to open-pit mining methods.

Control of the property fell to Barrick in 1994 when it acquired Lac Minerals. Barrick did not explore the property but completed a number of environmental and stope-stability studies during the 1990’s. Barrick’s principal activity was to process pyrite-rich ore from its Bousquet Mine at the East Malartic mill, which lasted until 2002 and resulted in the production of acid-generating mill tailings. Barrick sold all of its interests in the Malartic camp, including environmental and reclamation liabilities, to McWatters in February, 2003.

In November 2004, Osisko, through an intermediary, purchased a 100% interest in six claims and one CM covering the past-producing original Canadian Malartic Mine. The mining titles were purchased from the McWatters liquidation trustee, following the bankruptcy of McWatters earlier in 2004. A sliding 2% to 3% NSR is payable to Royal Gold for these titles, half of which can be purchased for US$1.5 million. The titles have since been transferred, and are registered with 100% ownership in favour of Osisko. Osisko elected not to purchase the CM covering the past producing Barnat, Sladen and East Malartic Mines from the liquidation trustee, due to concerns over acquired environmental liabilities. Control of this portion of the property was assumed by the Québec Government (MRNF) in December, 2004, after the liquidation trustee failed to find a buyer.

On December 29, 2004, Osisko announced the signing of a letter of intent with Dianor and its wholly-owned subsidiary Threegold to acquire a 100% interest in a block of six claims to the southwest of, and contiguous with, the property purchased from the McWatters trustee. These claims are subject to a 2%

NSR payable to a private individual, but the royalty may be purchased for $2.0 million. Official documents for the transfer of these claims were filed on December 29, 2005, and the claims are now registered with 100% ownership in favour of Osisko.

Between February and June, 2005, 92 additional claims were staked by Osisko or its appointed intermediaries, surrounding the original block of seven mining titles and the Dianor block. In December, 2005, Osisko staked six more claims along the southern margin of the property. The transfer of these claims has been processed, and all are now registered with 100% ownership in favour of Osisko.

On February 3, 2006, Osisko announced the signing of a letter of intent with Golden Valley Mines to purchase a 100% interest in a single claim contiguous to the property. The claim is subject to a 2% NSR payable to Golden Valley Mines. The finalization of the agreement was announced on June 21, 2006. The transfer of this claim has been processed and is now registered with 100% ownership in favour of Osisko.

In late 2005, the Québec Government cancelled the mining concessions and claims covering the portion of the McWatters property that was transferred from the McWatters liquidation trustee and converted the area to 16 CDCs. The conversion of mining titles to CDCs effectively freed any eventual owner of the titles of the associated environmental liabilities and encumbrances.

The claims were made available through the Québec Government electronic map staking system, and eight separate parties simultaneously submitted applications for the titles. The ownership situation was resolved by a claim-by-claim lottery conducted on February 15, 2006. Osisko succeeded in acquiring two of the claims at the lottery. On March 2, 2006, Osisko announced that it had signed letters of intent with a group of four independent parties to purchase 100% interest in the remaining 14 titles. Seven of these titles were purchased outright from two individuals, without additional encumbrance. The remaining seven claims were purchased from two other individuals and are subject to a 2.5% gross overriding royalty. The transfer documents for these claims have been processed, and all are now registered with 100% ownership in favour of Osisko.

On November 25, 2009, the MRNF granted Osisko a mining lease (“ML”) having a total area 189 ha. Registration of this lease at the mining registry is pending and CDC and CL affected by said ML have been suspended accordingly in order to avoid overlapping.

The past-producing Canadian Malartic, Barnat/Sladen and East Malartic gold mines located on Osisko’s property went into production between 1935 and 1938, and ceased production in 1965, 1970 and 1983, respectively. Relatively little exploration work was done before development began on those deposits and, during mining operations, essentially all reports of geological work, drilling, development and production were internal, unpublished documents. The collective archives of the past-producing mines were acquired by Lac Minerals at the time it took control of the property, and stored in the administrative offices of the East Malartic Mine. The mine office and the archives fell under the control of the Québec Government (MRNF) when it assumed responsibility for that portion of the property from the McWatters liquidation trustee.

The first geological maps of the Malartic area (Fournière township) were produced by the Geological Survey of Canada. Geological reports including detailed mapping in the area of the Canadian Malartic Mine were produced in 1928 by Canadian Malartic Mines Ltd. The Québec Mines Service remapped the Canadian Malartic area in 1935 at a detailed scale, and provided the first petrographic descriptions of the mineralized rocks. Several geoscientific reports on the Malartic gold camp were subsequently published

by the Geological Survey of Canada and the Ministère des Richesses Naturelles du Québec between 1940 and 2000.

After the closing of the East Malartic Mine, Lac Minerals continued exploration work on the property, including drilling of approximately 500 surface drill holes on or near the Canadian Malartic deposit in various campaigns dating from 1981 to 1985. Several other drill campaigns were completed on the Barnat/Sladen and East Malartic portions of the property until 1990 when Lac Minerals discontinued exploration on the property. Most of the drill data generated by Lac Minerals was filed for assessment with the Québec Government and is publicly available.

Lac Minerals undertook limited ground geophysical (induced polarization, magnetic and electromagnetic) surveys on the property between 1980 and 1983, but results were poor or inconclusive and no geophysical response could be correlated to known mineralization.

Given the poor response of the various geophysical survey techniques, Lac Minerals targeted its exploration drilling program based on results of historic drilling, underground development and surface geological mapping. This approach led to the discovery of a new mineralized zone (the Charlie Zone), located under the tailings to the south of the Sladen mine.

During the time Barrick owned the property (1994 - 2003), no exploration work was done. Efforts focused on partial recompilation of historical data for resource estimate purposes, and on stope stability and environmental assessment. Barrick drilled a limited number of geotechnical holes to determine the thickness and stability of crown pillars of the Canadian Malartic Mine, in the area underlying houses in the southern part of the town of Malartic. After the 2003 acquisition, there is no public record of McWatters performing any exploration work on the property.

The vast majority of historic drilling on the property was undertaken by the past-producing Canadian Malartic, Barnat/Sladen and East Malartic gold mines during development and production. Drill records for these operations were mostly internal, unpublished documents. A subset of these historic archives has been compiled by Osisko, pertaining to the ground covered by the Canadian Malartic deposit.

Two distinct phases of historical drilling have occurred on the Canadian Malartic deposit. During the first phase, from 1928 to 1963 by Canadian Malartic Mines Ltd., records indicate that over 5,000 surface and underground holes were drilled on this portion of the property. These holes were predominantly drilled from underground as grade control drilling. The surviving archives only include data for about 4,000 of these holes (Canadian Malartic S-series and U series holes), from which a total of 3,838 drill holes (159,056 m of drilling) were included in Osisko’s digital database. The remainder was discarded as data were incomplete, illegible or had unreliable collar location information. There are no descriptions of the drill procedures, equipment employed, core diameter or drilling quality available in the documents. Orientation data on drill holes are limited to sporadic acid tests for dip. Data for drilling in the areas of the past-producing Barnat/Sladen and East Malartic Mines have been compiled by Osisko for inclusion in the resource update.

Lac Minerals drilled approximately 502 surface holes (43,495 m of drilling) on the Canadian Malartic Property between 1981 and 1985. Drill logs indicate the core was BQ diameter, but information pertaining to drilling procedures, drill equipment is not available. Orientation data on drill holes are limited to sporadic acid tests for dip and rare measurements of azimuth and dip using unspecified instrumentation

The Canadian Malartic Property includes four past-producing gold mines. Three of these, the Canadian Malartic, Sladen and East Malartic Mines, are portions of a 3,000 m-long, continuous mineralized system, exploited from west to east respectively. The Barnat Mine is part of the Malartic gold camp but is considered a separate series of deposits located within the Cadillac Fault Zone. During the period from 1935 to 1983, these mines produced a total of 159,451 kg (5,126,462 oz) of gold, mostly from underground operations. Three small open pits (Buckshot and Mammoth zones) were excavated at the Barnat and East Malartic Mines, to recover mineralization from crown pillars after the backfilling of underground stopes.

The Canadian Malartic Mine operated between 1935 and 1965. The deposit was mined mostly by underground long-hole stoping methods, making it the only underground bulk tonnage gold mine in Québec. Mining was limited to higher grade (greater than 3 g/t Au) mineralized zones within a larger, lower grade mineralized envelope, along nine levels extending to a depth of approximately 350 m. Development continued along four additional levels (to level 13) but there is no evidence of production at these deeper levels. A total of 9,931,376 Tonnes of ore at an average grade of 3.37 g/t Au were extracted, for an aggregate production of 33,468.3 kg of gold (1.076 million ounces of gold). Mineralization occurs as finely disseminated native gold within altered sediments and porphyry, and was recovered by standard milling and cyanide-leaching techniques with an 89.4% average recovery reported over the mine life.

The ore from the Canadian Malartic Mine was also anomalously rich in silver relative to the rest of the Malartic gold camp, with gold to silver ratios ranging from about 4:1 to 1:1. Total silver output was approximately 20,000 kg (643,000 oz).

The Barnat/Sladen Mine comprised several ore bodies. The Barnat Mine worked at least three separate ore zones located in tectonized porphyry/diorite masses within the Cadillac Tectonic Zone, while the Sladen Mine, located south of the fault zone, operated within the Pontiac Subprovince along the same mineralized trend as the Canadian Malartic Mine to the west. Production began at the Barnat/Sladen Mines in 1938 and continued until 1970. A total of 8,454,032 Tonnes of ore were processed at an average grade of 4.46 g/t Au, yielding a total of 37,743.5 kg of gold (1.213 million ounces of gold). The Barnat/Sladen ore also averaged a little more than 1 g/t silver, yielding a total of approximately 9,000 kg of silver (289,000 oz of silver).

The East Malartic Mine began production in 1935, operated semi-continuously until 1983, and represents the largest historic producer in the Malartic gold camp. Over the lifetime of the mine, a total of 17,948,457 Tonnes of ore were extracted, at an average grade of 4.92 g/t Au, yielding 88,239.1 kg of gold (2.837 million ounces of gold).

Some of the resource figures reported in this section were prepared under reporting codes other than those acceptable by NI 43-101 and should not be relied upon to conform to current standards and definitions. As such, the data should be interpreted as unclassified historical resource estimates.

From 1980 to 1985, Lac Minerals explored the original Canadian Malartic portion of the Canadian Malartic Property with the objective of defining a near-surface (less than 100 m deep) resource amenable to open pit mining. The exploration program led to the definition of five near-surface gold mineralized zones forming an aggregate unclassified resource (pre-NI 43-101) of approximately 8,160,000 tonnes with an average grade of 1.98 g/t Au (520,000 oz of gold), using a cut-off grade of 1.03 g/t Au. The

mineralized zones defined by Lac Minerals are all the near-surface expression of a much larger, lower-grade, continuously mineralized gold system extending to a depth of at least 350 m.

An NI 43-101-compliant Inferred mineral resource was estimated by RSG Global Consulting Pty Ltd. of Perth (Australia) (“RSG Global”) and released by Osisko on December 7, 2006 with the subsequent Technical Report filed on SEDAR on January 24, 2007. The Inferred estimate was based on historical drilling and partial 60 m x 60 m definition drilling completed by Osisko at that time. Grade estimation was undertaken using a combination of methods including Multiple Indicator Kriging (MIK), Ordinary Kriging (OK) and Inverse Distance (ID2) weighting.

Categorization of the gold estimates was undertaken on the basis of assessment criteria set out in the NI 43-101, Standards of Disclosure for Mineral Projects of February 2001 and the classification scheme adopted by CIM Council in August 2000. Inferred Resources were defined using criteria selected during validation of the grade estimates, with detailed consideration of NI 43-101 categorization guidelines.

RSG Global recommended that the estimate derived using the MIK approach be reported above a 0.5 g/t Au cut-off as shown in the following table:

2006 RSG Global Inferred Resource Estimate (0.5 g/t Au Lower Cut-Off)

Geostatistical Method	Tonnes	Grade (g/t Au)	Au (Moz)
Multiple Indicator Kriging	178,404,000	1.14	6.539
Ordinary Kriging	177,188,000	1.15	6.551
Inverse Distance Squared	170,806,000	1.20	6.590

An updated NI 43-101-compliant Technical Report on Inferred resource was prepared by RSG Global and filed by Osisko on SEDAR on August 17, 2007. The updated Inferred estimate was based on historical drilling and the completed 60m x 60m definition drilling program, including the Sladen (eastern) extension of the deposit. Grade estimation was undertaken using a combination of methods including Multiple Indicator Kriging (MIK), Ordinary Kriging (OK) and Inverse Distance (ID2) weighting.

Categorization of the gold estimates was undertaken on the same basis as for the January 2007 Technical Report.

RSG Global recommended that the estimate derived using the OK approach be reported above a 0.4 g/t Au cut-off as shown in the following table:

2007 RSG Global Updated Inferred Resource Estimate (0.4 g/t Au Lower Cut-Off)

Geostatistical Method	Tonnes	Grade (g/t Au)	Au (Moz)
Ordinary Kriging	286,200,000	0.92	8.43
Multiple Indicator Kriging	288,500,000	0.90	8.37
Inverse Distance Squared	277,100,000	0.95	8.44

A NI 43-101-compliant Preliminary Assessment study compiled by BBA Inc. (“BBA”) of Montreal with the collaboration of RSG Global, G Mining, Genivar, Golder and the Osisko technical team, was filed on SEDAR by Osisko on March 31, 2008. Only in-pit Inferred resources between surface and a vertical

depth of 400 m were considered for the purposes of the study. A gold price of US$775 per ounce was assumed for the financial analysis, and current market prices were applied for all materials.

The Preliminary Assessment study indicated an in-pit Inferred resource of 287.7 Mt grading 0.84 g/t Au, equivalent to 6.55 million ounces of contained gold with an average recovery of 84%.

On December 2008, Osisko filed on SEDAR its 43-101 compliant Feasibility Study for the Project. The Feasibility was compiled by BBA, with the collaboration of MICON, G Mining, Genivar, Golder and the Osisko technical group. The Feasibility Study included modeling of an optimized engineered pit that resulted in a proven and probable mineral reserve estimate of 6.28 million ounces of gold, which represents an 82% conversion rate relative to the global 7.7 million ounces of gold measured and indicated resource estimate.

On February 10, 2010, Osisko announced an updated reserve and resource estimate for its Canadian Malartic Project. The new estimate is based on the combined, previously-reported resources of the Canadian Malartic and South Barnat deposits. Belzile Solutions and G Mining are the independent resource/reserve estimate consultants for Osisko.

Highlights of this update include:

· The open pit reserve has increased to 8.97 million ounces of gold at an average fully diluted grade of 1.13 g/t Au, a 2.69 million ounces or 42.8 percent increase relative to the previously-published Feasibility Study;

· The new reserve represents a 98% conversion rate relative to the previously reported 9.17 million ounces of gold in-pit measured and indicated resource estimate at US$825 gold;

· Mine life has increased by 25 percent to 12.2 years based on a milling rate of 55,000 tpd;

· During the 12.2 year mine life, annual output for the planned mining operation is scheduled to average 630,000 ounces of gold (plus 800,000 ounces of silver), for total production of 7.72 million ounces of gold at an average recovery of 86.1%;

· An average of 690,000 ounces of gold per year would be recovered from an average of 800,000 processed ounces per year for the first three full years of production (2012 to 2014), based on the 55,000 tpd milling operation established in the previously-published Feasibility Study;

· An average of 732,000 ounces of gold per year would be recovered from an average of 840,500 processed ounces per year for the first three full years of production (2012 to 2014), based on an initial 55,000 tpd milling operation upgraded to 60,000 tpd in 2013;

· 3.5 million ounces of gold would be recovered in the first five years at an average rate of 700,000 ounces per year, based on an increase in milling rate from 55,000 tpd to 60,000 tpd in 2013;

· 6.72 million ounces of gold (representing 73.3 percent of the in-pit measured and indicated resource) has an average grade of 1.75 g/t Au using a conservative cut-off of 1.00 g/t Au.

Belzile Solutions, in collaboration with G Mining, estimated a previously-reported in-pit Measures and Indicated Resources within a single Whittle-optimized pit shell using a base case gold price of US$825 per ounce. The combined in-pit Measures and Indicated Resources for the Canadian Malartic and South Barnat deposits is 9.17 million ounces of gold at an average undiluted grade of 1.20 g/t Au, with an additional 0.11 million ounces of gold at an average grade of 0.90 g/t Au in the inferred category, based on a derived lower cut-off grade of 0.34 g/t Au. See “3.3 Mineral Projects — Mineral Resources Estimate” for further details on the Mineral Resources and Mineral Reserves.

The majority of the Canadian Malartic Property is underlain by meta-sedimentary units of the Pontiac Group, lying immediately south of the Cadillac Tectonic Zone. The north-central portion of the property covers an approximately 3.5 km-long section of the fault corridor and is underlain by mafic-ultramafic metavolcanic rocks of the Piché Group cut by porphyritic intrusions, as well as metasediments of the Cadillac Group to the north of the fault zone. At the point where the Cadillac Tectonic Zone transects the town of Malartic, it is oriented N320°E, whereas further east it is oriented at N280°E - N290°E. The rapid change in the direction of the fault corridor has been interpreted as a bifurcation of the fault zone. The portion of the fault zone oriented N280°E - N290°E has been referred to as the Malartic Tectonic Zone; it extends about 9 km along strike with a width of 600 to 900 m. The Malartic Tectonic Zone includes many subordinate faults with orientations varying from sub-vertical to sub-horizontal.

The portion of the Piché Group volcanic belt that transects the Canadian Malartic Property is about 650 m wide. Two major structures, the Malartic (Cadillac) and Sladen faults, define the northern and southern boundaries of the tectonic zone in the immediate Malartic area. As it occurs on the property, the Malartic fault is oriented N260°E - N280°E and dips 75° to the north, whereas the Sladen fault is oriented N090°E - N100°E and dips variably from 70°S to sub-vertical. The Piché Group ultramafic metavolcanic rocks do not outcrop anywhere on the property, and are known from historic records, underground workings and drilling. The Piché Group rocks are typically bluish-grey, pervasively foliated with numerous veinlets of talc-carbonate. Less altered variants occur as massive, aphanitic to fine grained serpentinized ultramafic rock.

The Pontiac Group metasediments on the property comprise turbiditic greywacke, mudstone and minor siltstone, generally rhythmically banded with beds of variable thickness ranging from about one millimetre to one metre. The sediments typically have a well-developed foliation and are dark grey to black, occasionally exhibiting a brownish tint caused by development of biotite through metamorphism and/or potassic alteration proximal to porphyritic felsic intrusions.

The rocks of the Pontiac and Piché Groups are intruded by a number of epizonal felsic porphyritic bodies, variously described as syenites, quartz syenites, quartz monzonites, granodiorites and tonalites. The geometries of these felsic intrusions are highly variable, and occur on the property as sills, dykes, discontinuous lenses or small isolated stocks.

The porphyries are all feldspar-phyric (1 to 5 mm wide phenocrysts) with fine-grained to aphanitic, medium to light grey matrices. Within the Pontiac Group, the porphyritic intrusions are particularly abundant within an area bounded to the south by the Raymond Fault. South of the Raymond Fault, a swarm of ultramafic sills (possibly komatiitic flows) occur in the metasediments in the southwestern

portion of the Canadian Malartic Property. The Fournière granodiorite/tonalite pluton touches the southeastern extremity of the property.

Surface drilling by Lac Minerals in the 1980’s defined several near-surface mineralized zones, all expressions of the larger, continuous mineralized system at depth. In addition to these, the Gouldie and Charlie mineralized zones occur approximately 1.2 km southeast of the main deposit, although the relationship between these zones and the main deposit is presently unknown. Within the Cadillac Tectonic Zones, several near-surface mineralized zones have been documented (South Barnat, Buckshot), generally all associated with shattered felsic intrusions.

Mineralization

Mineralization in the Canadian Malartic deposit occurs as a continuous shell of 1 to 5% disseminated pyrite with fine native gold and traces of chalcopyrite, sphalerite and tellurides. It is mostly hosted by altered clastic sediments of the Pontiac Group (turbiditic greywacke, mudstone and minor siltstone) overlying an epizonal dioritic porphyry intrusion. Mineralization also occurs in the upper portions of the porphyry body. The porphyry intrusion pinches out in the Sladen Malartic Mine and disseminated mineralization continues in the silicified greywacke, forming a subvertical tabular body that is truncated by the Cadillac fault at the western extremity of the East Malartic Mine.

Alteration in the metasediments consists of biotite-sericite-carbonate (potassic alteration) overprinted by cryptocrystalline silica-carbonate. Carbonates include calcite and minor ankerite. Highly silicified zones adopt a “cherty” texture and are commonly brecciated. Potassic alteration in the porphyry consists mostly of alkali-feldspar replacement of plagioclase that is contemporaneous with minor quartz veining. Cryptocrystalline quartz replacement with minor carbonate also overprints potassic alteration in the porphyry. Late, coarse-grained, quartz-feldspar-muscovite veins mineralized with native gold form relatively small, higher grade stockworks along the northern edge of the deposit. Retrograde chlorite-calcite alteration of the previous assemblages, particularly the biotite, is ubiquitous throughout the deposit but is particularly intense along ductile shear zones, forming chlorite-calcite schists.

The close spatial association between voluminous, low-grade, disseminated gold mineralization and an epizonal, intermediate porphyry intrusion, as well as the presence of widespread potassic alteration throughout the system, suggests that the Canadian Malartic deposit may be an Archaean porphyry gold system.

After acquiring the property in the fall of 2004, Osisko initiated a review and compilation of the Canadian Malartic Mines database received from the Québec Government in January 2005.

A total of 4,468 historic holes were compiled into an electronic database for use in the Inferred resource estimate. The remainder holes were discarded as they were incomplete, illegible or had missing or unreliable collar data.

Drilling on the property by Osisko commenced in March 2005 in a series of systematic phases designed to outline the mineralized deposit.

Osisko completed a reconnaissance prospecting/sampling program on the property in the summer of 2005 which led to the discovery of two new zones of surface mineralization.

Osisko completed a high-resolution (50 to 100 m line-spacing) helicopter-borne geophysical survey over the property in the summer of 2006. The survey included magnetic, radiometric (K-Th-U) and five-channel frequency domain electromagnetic readings. The survey was performed by Fugro Airborne Surveys Corp. of Mississauga, Ontario and total coverage of the survey block amounted to 2,485 km.

In the autumn of 2006, the Québec Government provided Osisko with the archival data for the Sladen/Barnat and East Malartic Mines. Compilation of these data has been completed, but the data pertain to a portion of the property outside of the area considered for the November 2008 resource estimation.

Osisko began exploration drilling on the Malartic property in March 2005 recovering NQ-diameter core. A second rig was added to the project in December 2005, essentially identical to the first and also set up to drill NQ-diameter core. Additional rigs were added to the program in 2006 and 2007 such that at the peak of the definition drilling program in the fall of 2007 and winter of 2008, 15 drill rigs were operating on the property. With all units in operation, drilling was proceeding at a maximum rate of approximately 30,000 m per month. Six exploration rigs are currently operating on the property.

Core is placed in standard wooden core boxes at the drill rig and a cover is affixed. The core is then delivered each shift to the Osisko core logging facility at the Malartic field offices.

In almost all cases, the drill casing is left in-ground after holes are completed and down-hole surveys have been performed, so that collar position can be precisely measured, and the hole can be extended, if necessary. Casings are plugged with a wooden stopper to keep debris out of the hole and large wooden posts are planted to mark the casing location.

Drilling has proceeded in a number of discrete phases. A Phase 1 program (total of 2,190 m), completed during the first quarter of 2005, was designed to evaluate the F zone porphyry at the western end of the deposit between sections 3290E and 3674E. The objective was to test the system for continuous, near-surface, relatively homogeneous low grade mineralization. Results were encouraging with assays of semi-continuous disseminated mineralization returning 72 to 163-m long intersections grading 1.01 to 1.70 g/t Au.

A Phase 2 program (20 holes, 5,198 m) was immediately initiated in order to test the strike length of the system. Drilling of this phase was completed to section 4460E by October, 2005, again with encouraging results.

A 14,700 m Phase 3 program followed and marked the beginning of the definition drill program on the deposit, executed along north-south lines spaced approximately 60 m apart, with collars also spaced about 50 to 60 m apart on individual lines. The majority of the holes were drilled vertically, as the deposit is broad and locally complex, and not limited to any particular discrete horizon. Angled holes were used primarily in areas close to underground workings, to avoid stopes or to investigate mineralization proximal to stope limits. The Phase 3 definition program targeted the deposit to a depth of about 350 m between sections 3444E and 3850E. This program was completed with drill hole CM06-728 in March, 2006, resulting in a total of 22,090 m drilled in the first year of exploration, including three additional peripheral exploration holes.

The 60 m definition drilling program commenced on Phase 3 continued to section 4520E with Phases 4 and 5 (93 holes, total of 23,704 m) that was completed in September 2006. Five additional inclined exploration holes with a total of 945 m were also drilled in order to test a separate deposit (the South Barnat zone) during the summer of 2006. Results were particularly encouraging, the best intersection (BA06-1007) yielding 57.6 m at 4.11 g/t Au.

A 14,095 m Phase 6 program was then designed to extend the definition drill program 480 m further east to section 5000E, i.e. along the Sladen Extension, representing the historic Sladen Mine, which is contiguous with the Canadian Malartic deposit. Phase 6 was initiated in September 2006, simultaneously with two other programs: A) Phase 7 (5,296 m), designed to test the southern extension of the deposit surrounding the Gilbert Zone; B) Phase 8 (59,400 m), designed to infill the definition program along a 30 m spaced grid in the western part of the Canadian Malartic deposit, between sections 3260E and 3850E. Phase 7 was completed as of the end of 2006.

Phase 6 was completed in February, 2007, whereas Phase 8 was mostly completed by September 2007. Approximately 1,780 m of this program were delayed until freeze-up in January 2008 as the planned hole entailed drilling over the historic Canadian Malartic Mines tailings pond. The 30 m infill program was also expanded in 2007 to section 5030E with Phases 9, 10, 11 and 12 (total of approximately 174,800 m), which were collectively completed by the end of March 2008.

Expansion drilling on the southeast extension of the Canadian Malartic deposit was initiated in May 2008 (Phase 13 of the project) and 11,630 metres of drilling was completed in this phase in 2008.

At the beginning of June 2008, Osisko initiated a drilling program on the South Barnat Zone, a separate gold mineralized zone located approximately 1200 metres northeast of the center of the Canadian Malartic deposit. Few holes were previously drilled by Osisko in 2006 (5 holes) and 2007 (3 holes) on South Barnat during the Canadian Malartic deposit drilling campaign. The first phase of the South Barnat drill program (Phase 14 of the Canadian Malartic project) was focused on an 850 metre-long grid oriented northwest-southeast with sections spaced 50 metres apart. All holes on the grid are inclined 40 to 75 degrees to the northeast or southwest. True widths of the mineralized intersections are estimated at between 50 to 70% of the drilled intersections. The second drilling phase on South Barnat (Phase 15 of the project) marked the beginning of the detailed definition drill program on the deposit at the end of October 2008, along a drilling pattern with a maximum grid density of about 25 m x 25 m. This program was executed along oriented northwest-southeast sections located between the sections spaced 50 metres apart that were drilled in the first phase. This phase was completed at the end of February 2009 and the results of this program have been used for updated resource estimates of the deposit.

General exploration drilling totalled 10,590 m in 2007, 27,632 m in 2008 and 12,413 in 2009. This included testing of the eastern extension of the South Barnat Zone, the Jeffrey Zone as well as testing of targets on surrounding properties owned by Osisko. Condemnation drilling in the projected tailings impoundment area totalled 3,295 m in 2007 and 25,873 m in 2008.

As of the end of 2008, Osisko had completed a total of 2,210 drill holes for 503,353 m of drilling on the Malartic project, in all categories, including 1,327 holes for 316,230 m on the Canadian Malartic deposit itself. These drill and assay data were used for the purposes of the Canadian Malartic Report.

As of the end of 2009, Osisko had completed a total of 3,010 drill holes for 684,474 m of drilling on the Malartic project, in all categories, including 1,503 holes for 348,345 m on the Canadian Malartic deposit and 898 holes for 207,615 m on the South Barnat deposit. These drill and assay data were used for the purposes of the Canadian Malartic Update Report.

Collar Surveying

With few exceptions, planned hole locations are established and the positions of completed holes are measured using a differential GPS unit. From March 2005 to September 2005 surveys were performed by contractors from J. L. Corriveau in Val d’Or, Québec. In October 2005 a similar system was purchased for use on the project. On the occasions where casings are necessarily removed immediately after completion of a hole (i.e. holes collared on the streets in the south-central area of Malartic), a marker or artefact is left to indicate the position of the collar to within a few centimetres.

Surveys are performed using a Sokkia Radian IS real-time-kinetic differential GPS system. A base-station unit set up near the Malartic exploration office broadcasts data to a mobile unit so that precise real-time positions can be calculated. At the beginning and end of each survey day, readings are taken on a brass-medallion survey benchmark anchored into a sidewalk in the south-central area of Malartic. Precise coordinates for this benchmark are available from the Québec Government. Repeated measurements at this point indicate that the Sokkia DGPS has a horizontal precision of about ± 1 cm and a vertical precision of approximately ± 2 cm. The Universal Transverse Mercator (UTM), 1983 North American Datum (NAD83) coordinate system is used for recording position data. In the Malartic area, the northing of the NAD83 coordinate system is oriented about 2.18°E of geographic north.

Planned hole locations are marked by a steel rod, and at least two offset pickets along UTM north or south of the rod. The offsets are used to properly locate the drill if the hole-marker rod is displaced during drill setup, or as front sight/back sight markers in the case of inclined holes. The offsets also serve as an independent check that the GPS is working properly, as the marker rod and offset pickets will line up precisely if the unit is operating normally.

Completed holes are resurveyed using the DGPS equipment. Measurements are taken at the centre of the top of the casing, as well as at ground level at the side of the casing. In the case of inclined holes, the ground-level measurement is taken at the leading edge of the casing. In any case, reported positions of the completed drill holes are considered to be accurate to within 15 cm in X, Y and Z directions.

Down-Hole Surveying

Procedures for down-hole surveying have changed over the evolution of the project. Initially, down-hole dip-deviation data was acquired by acid-tests performed at approximately 100 m intervals. The drill contractor has since acquired a Flexit tool for measuring down-hole deviation. Holes are routinely surveyed immediately after they are completed. The initial series of holes were resurveyed.

The Flexit probe is a self-contained unit, including batteries, control and synchronizing electronics, internal radio link antenna, three orthogonally mounted accelerometers, three orthogonally mounted magnetometers and a temperature sensor. The probe simultaneously measures azimuth (± 0.3°), inclination (± 0.2°), total magnetic field (± 50 nT), magnetic dip (± 0.3°) and hole temperature (± 0.2°C). Data from the probe are transferred to a mobile data collection unit, and then downloaded to a computer for incorporation into drill logs.

Sampling of gold mineralization from the Canadian Malartic Property has been essentially limited to the collection of samples of diamond drill core. A limited amount of surface sampling on the property was performed by independent consulting geologists during the summers of 2005 and 2007; these samples were submitted for assay using the same general protocol as that employed for core samples.

All samples are analyzed for gold by Chemex of Val-d’Or, Québec, a laboratory which is certified ISO 9001:2000. Samples are analyzed by standard 50 g fire assay with atomic absorption finish and any samples yielding greater than 10 g/t Au are reanalyzed with a gravimetric finish. Density measurements are performed on one in twenty five of the assayed samples.

All aspects of the sampling method and approach were reviewed by MICON during its site visit. The QA/QC procedures for ensuring the security of core samples, the integrity of chain-of-custody for samples and the accuracy of laboratory analyses are in line with current industry practice.

During logging, detailed descriptions of the drill core are made by experienced and qualified geologists under the employ of Cygnus Consulting Inc. (“Cygnus”) of Montreal who are members in good standing of the OGQ (Québec Order of Geologists) or the OIQ (Québec Order of Engineers). Drill log data are recorded directly onto laptop computers using a multi-page core logging template designed for the specific needs of the project. The core logging protocol is described below.

Core boxes are laid out 9 to 12 at a time. Marker blocks are temporarily removed and their position marked on the core with a grease pencil. The core is aligned as well as possible so as to consolidate any gaps and the core is then measured and marked metre-by-metre with a grease pencil. Any discrepancies between marker blocks and measured core length are immediately addressed and resolved. The drill hole interval (‘from’ and ‘to’) for each box is recorded in the log.

The next step involves recording the RQD (rock quality designation, a geotechnical logging parameter) using a reference spacing of 2 m and discounting core pieces less than 10 cm long. This is followed by a visual estimate of core recoveries, done on a 0.5 m basis. Marker blocks are then replaced.

Core is then marked up for sampling. All material with even slight alteration (either carbonate, silica or hematite), sulphide mineralization or veining is sampled. Samples are a minimum of 1.0 m long and a maximum of 1.5 m long and must respect lithological contacts or the interface between zones of significantly different alteration style. Monotonous sections of barren, unaltered rock are marked up at 1.5 m intervals for description, and every fifth such interval marked for check sampling purposes.

Sampling intervals (from/to) are recorded in serially-numbered tripartite sample tag booklets. These measurements are recorded on the first and second portion of the tag, with the third left blank. The second and third portions are torn from the book and tucked into the core box at the beginning of the appropriate sample interval mark, for use by the core sampling technician. Sampling and mark-up intervals are recorded in the logs, along with sample tag numbers, when applicable.

Geological descriptions are made of each marked interval whether sampled or not. Separate columns in the log allow for codes describing the protolith, alteration style, overall intensity of alteration, relative degree of carbonate and silica alteration, sulphide percentage, rock colour, vein type and veining density. A separate column is reserved for written notes on lithology, mineralization, structure, vein orientations/relations, etc.

Once core logging is completed on an interval-by-interval basis, a summary geological description of the hole is completed using a simplified code. The header page, listing the hole number, collar coordinates, final depth, start/end dates and the name of the core logging geologist is completed. Core is then photographed in batches of up to 5 boxes at a time, both dry and wet. Logs and photographs are then submitted to the project geologist.

The project geologist is responsible for verification of information in all logs as they are completed. The final steps are to incorporate the down-hole survey data into the log, and record the security tag numbers for each sample provided by the core-sampling technician. Once the assay results have been received, these are also incorporated into the logs.

Core samples collected at the drill site are stored in closed core boxes sealed with fibre tape and are delivered to the exploration offices at shift change. All core logging, sampling and storage takes place at the exploration offices, located in the administrative complex of the historic East Malartic Mine site. The compound is surrounded by chain-link fence, monitored by closed-circuit video cameras and has a security guard posted at all times at the entrance. Employees, directors, officers and associates of Osisko are not involved in any aspect of the logging, manipulation or sampling of core.

Following the logging and core marking procedures described above, the core passes to the sampling facility. At this point, the core is no longer handled by on-site geologists. Core sampling is performed by qualified technicians of Cygnus and quality control is maintained through regular verification by on-site geologists.

Core is broken, as necessary, into manageable lengths. Pieces are removed from the box without disturbing the sample tags, cut in half lengthwise with a diamond saw, and then both halves are carefully repositioned in the box. When a complete hole has been processed in this manner, one half of the core is collected for assay while the other half remains in the core box as a witness.

The technician packs one half of the split core sample intervals into vinyl sample bags that are sequentially numbered to match the serial number sequences in the tag booklets used by the core-logging geologists. The blank portion of the triplicate sample tag is placed in the bag with the sample, while the portion marked with the sample interval is stapled into the bottom of the core box at the point where the sample interval begins. Sample bags are sealed with tamper-proof, serially numbered, yellow plastic security tags. The technician notes the beginning and end of the security tag sequence for a particular sampling run, and reports this to the project geologist so that the drill logs can be finalized.

Sealed sample bags are packed into sturdy plastic barrels with locking lids or in large weaved nylon shipping bags. When full, the barrels or shipping bags are sealed with tamper-proof, serially numbered, red plastic security tags. Barrels/bags are assigned sequential numbers which are matched against the security tags and loaded on sequentially numbered, plastic-wrapped wood pallets. This information is also forwarded to the project geologist.

Aluminum tags embossed with the hole number, box number and box interval (from/to) are prepared and stapled onto the ends of each core box. Core boxes are then moved to permanent on-site storage in steel core racks. Rejects and pulps from the laboratory are sent back to the Canadian Malartic site and stored in large domed structures with limited access.

The project geologist prepares the sample submission form for the assay laboratory. This form identifies the barrels/shipping bags by number and security tag number, as well as the sequence of samples packed in each. Couriers from Chemex arrive once or twice per week at the core-processing facility to transport the pallets of sealed barrels/bags directly back to the laboratories. Once at the laboratory, a manager checks the barrel and security tag numbers against those that are on the submission form, and initializes each if the corresponding numbers are correct. Copies of these forms are then returned to the exploration offices for verification, and any discrepancy is investigated and corrected as necessary.

It is the Corporation’s independent consultants’ opinion that the logging and sampling protocols used by Osisko and Cygnus at the Canadian Malartic project are conventional industry standard ones conforming to generally regarded best practices. The consultants are all confident that the system is appropriate for the collection of a database suitable for the estimation of NI 43-101 compliant mineral resource estimates.

All primary and duplicate assay work for the Malartic project has been performed by Chemex located in either Val d’Or, Québec or Reno, Nevada. To facilitate turnaround time of the large volume of samples submitted, sample pulverizing is done primarily at Chemex’s preparation facility located in Timmins, Ontario.

All Chemex laboratories are certified ISO 9001:2000 for the “supply of assays and geochemical analysis services” by BSI Quality Registrars. Certification for ISO 9001:2000 requires evidence of a quality management system covering all aspects of the organization. Chemex also takes part in the “Proficiency Testing Program - Minerals Analysis Laboratories” and holds a certificate demonstrating its success in the program for analysis of gold, silver, copper, zinc, lead, nickel and cobalt. Samples for umpire assaying were submitted to Accuracy Laboratories in Thunder Bay, Ontario or Acme Laboratories in Vancouver, British Colombia.

All samples received by Chemex are processed through a sample tracking system that is an integral part of that company’s Laboratory Information Management System (LIMS). This system utilizes bar coding and scanning technology that provides complete chain-of-custody records for every stage in the sample preparation and analytical process and limits the potential for sample switches and transcription errors.

Samples are dried, and then crushed to 70% passing -10 mesh (1.7 mm). A 250 g subsample is split off the crushed material, and pulverized to 85% passing -200 mesh (75 microns). A 50 g split of the pulp is used for assay. Crushing and pulverizing equipment is cleaned with barren wash material between sample preparation batches and, where necessary, between highly mineralized samples. Sample preparation stations are also equipped with dust extraction systems to reduce the risk of sample contamination.

As part of the standard internal quality control procedures used by the laboratory, each batch of 84 fire-assay crucibles includes one blank, two internal (laboratory-generated) standards and three duplicate samples along with 78 client samples. In the event that any reference material or duplicate result falls outside the established control limits, an error report is automatically generated. This ensures that the person evaluating the sample set for data release is made aware that a problem may exist with the dataset and an investigation can be initiated.

Pulps and coarse rejects from the samples are returned to the Malartic exploration offices on a regular basis. These materials are securely stored in a locked facility for future reference.

Prepared samples are analyzed by fire assay with atomic absorption finish. Samples returning assays in excess of 10 g/t Au are re-analyzed with a gravimetric finish.

The Lac Minerals samples were assayed at the Bousquet Mine site assay laboratory with a detection limit of 0.069 g/t Au reported in the database with 0.034 g/t Au precision steps. The results were originally reported in ounces/short ton. The majority of the Lac samples have been reassayed by Osisko as described previously.

The original Canadian Malartic samples were assayed by fire assay although details of the approach are unknown. The original data were recorded in pennyweights (dwt) with a detection limit of 0.2 dwt (approximately 0.34 g/t Au). Data precision steps are approximately 0.17 g/t Au.

Specific gravity (bulk density) measurements are performed on approximately one out of 25 of the submitted samples. For bulk, non-porous material, a piece of the sample is weighed, and its volume determined by immersion. Porous materials tested in this way are treated with a coat of paraffin wax to seal them prior to testing.

Accuracy and potential contamination of the analytical procedure at the laboratory are monitored by the introduction of blanks and blind certified reference standards into the sample stream by Osisko. For the QA/QC program five different Rocklabs certified reference standards were obtained from Mine Assay Supplies of Canada, ranging from 0.583 g/t Au to 8.543 g/t Au. The bulk standards were split into 120 g bags on site with different internal codes for introduction into the sample stream. Blanks consist of locally purchased decorative marble stone purchased in 30 kg bags. One standard or one blank is assayed per 18 to 20 samples in a batch.

Duplicate and umpire assaying was performed using different protocols as the drill program evolved. For drill holes 651 to 800 (the beginning of program), recommendations from Roscoe Postle Associates of Toronto were followed (the “RPA Protocol”), consisting of:

· Duplicate assaying of 1 in 20 rejects from the mineralized zone

· Duplicate assaying of 1 in 20 original pulps from the mineralized zone

· Umpire assaying of 1 in 20 original pulps from the mineralized zone (different from the original pulps above)

· Quarter split assaying from higher grade mineralized zones (stopped after hole 682)

· Introduction of 1 in 20 blind certified standards or blanks into the entire sample stream.

For drill holes 801 to 1250, the RPA Protocol was modified in order to accelerate the checking procedure and consisted of:

· Duplicate assaying of 1 in 20 rejects from the mineralized zone

· Duplicate assaying of 1 in 20 original pulps from the mineralized zone

· Umpire assaying of rejects from the reject samples above

· Introduction of 1 in 20 blind certified standards or blanks into the entire sample stream.

For drill holes 1251 to 1499 a new protocol was introduced following recommendations by RSG Global. This new protocol (the “RSG Protocol”) was introduced gradually and overlapped with the modified RPA Protocol, resulting in the following procedure:

· Duplicate assaying of 1 in 20 rejects from the mineralized zone

· Duplicate assaying of 1 in 20 rejects from the entire sample stream, performed automatically at Chemex (CD sample series)

· Umpire assaying of rejects from the rejects from the entire sample stream above

· Introduction of 1 in 20 blind certified standards or blanks into the entire sample stream

Finally, starting with drill hole 1,500 (and currently the practice), the RSG Protocol was fully implemented, consisting of:

· Duplicate assaying of 1 in 20 rejects from the entire sample stream, performed automatically at Chemex (CD sample series)

· Umpire assaying of rejects from above

· Introduction of 1 in 20 blind certified standards or blanks into the entire sample stream.

Cygnus staff monitor the results of the duplicate, blank and reference standard assay results visually looking for significant discrepancies in duplicate results, anomalously high values for the blank samples or sample results and significant deviations from the accepted values for the standards and using the 95% confidence limits provided by Rocklabs as a guideline. Any anomalous result is followed up with the laboratory and a significant amount of reassaying has been conducted in order to produce the final database.

For reference standard samples the control chart should consist of the assay results for each standard plotted on the y axis against time on the x axis. Superimposed on this chart should be five horizontal reference lines representing the accepted value for the standard and the accepted-value-plus-two and -three standard deviations (“SD”) and minus-two and -three standard deviations. The accepted value of the standards, and all of the individual assay results from the round robin program used to determine it, are available on the Rocklabs website. From this the standard deviation can be calculated.

An analysis of a standard would be considered a QA/QC failure if the result came back outside of the +/- 3 SD lines or if two samples in a row came back between the 2 SD and 3 SD lines on the same side of the graph. Such charts can also show trends of drift over time indicating problems with calibration of instruments or, if the accepted value is returned repeatedly, that the standard has been identified and its value is being faked.

For the blanks a background value should be determined from the early assay results at which point it should be confirmed that it truly is a blank with very low, near-detection-limit values. Using this value any subsequent result greater than about 10 times background should be considered a failure. A simple graph similar to the analytical standard one with the blank assay results and the 10 times background line should be prepared to monitor the results.

Duplicates should be plotted on x-y scatter plots and compared against a 45º line. Linear regression lines with r2 values can also be plotted to monitor bias and scatter in the results.

On February 10, 2010, Osisko announced an updated reserve and resource estimate for its Project. The new estimate is based on the combined, previously-reported resources of the Canadian Malartic and South Barnat deposits. Belzile Solutions and G Mining are the independent resource/reserve estimate consultants for Osisko.

Highlights of the update included:

· The open pit reserve has increased to 8.97 million ounces of gold at an average fully diluted grade of 1.13 g/t Au, a 2.69 million ounces of gold or 42.8 percent increase relative to the previously-published Feasibility Study;

· The new reserve represents a 98% conversion rate relative to the previously reported 9.17 million ounces of gold in-pit measured and indicated resource estimate at US$825 gold;

· Mine life has increased by 25 percent to 12.2 years based on a milling rate of 55,000 tpd;

· 3.5 million ounces of gold would be recovered in the first five years at an average rate of 700,000 ounces per year, based on an increase in milling rate from 55,000 tpd to 60,000 tpd in 2013;

· 6.72 million ounces of gold (representing 73.3 percent of the in-pit measured and indicated resource) has an average grade of 1.75 g/t Au using a conservative cut-off of 1.00 g/t Au.

Belzile Solutions, in collaboration with G Mining, estimated a previously-reported in-pit Measures and Indicated Resources within a single Whittle-optimized pit shell using a base case gold price of US$825 per ounce. The combined in-pit Measures and Indicated Resources for the Canadian Malartic and South Barnat deposits is 9.17 million ounces of gold at an average undiluted grade of 1.20 g/t Au, with an additional 0.11 million ounces of gold at an average grade of 0.90 g/t Au in the inferred category, based on a derived lower cut-off grade of 0.34 g/t Au. The tables below summarize the in-pit estimates using variable lower cut-off grades, as reported in the press release issued on December 14, 2009:

Canadian Malartic Project resource estimates within US$825 Whittle pit shell

Measured			Indicated				Total Measured and Indicated Resources
Grade (g/t Au)	Tonnes (M)	Oz (M)	Grade (g/t Au)	Tonnes (M)	Oz (M)	Cut-off (g/t Au)	Grade (g/t Au)	Tonnes (M)	Oz (M)
0.97	27.5	0.86	1.23	210.6	8.31	0.34	1.20	238.1	9.17
1.13	21.4	0.78	1.40	174.2	7.82	0.50	1.37	195.6	8.60
1.25	17.6	0.71	1.51	154.3	7.47	0.60	1.48	172.0	8.18
1.38	14.5	0.65	1.61	138.0	7.13	0.70	1.59	152.6	7.78
1.50	12.2	0.59	1.70	125.3	6.83	0.80	1.68	137.5	7.42
1.62	10.3	0.54	1.78	114.1	6.52	0.90	1.77	124.5	7.06
1.75	8.7	0.49	1.86	104.4	6.23	1.00	1.85	113.1	6.72

Inferred
Grade (g/t Au)	Tonnes (M)	Oz (M)	Cut-off (g/t Au)
0.90	3.8	0.11	0.34
1.05	2.9	0.10	0.50
1.18	2.3	0.09	0.60
1.31	1.8	0.08	0.70
1.42	1.6	0.07	0.80
1.55	1.3	0.06	0.90
1.67	1.1	0.06	1.00

Sensitivity of the in-pit Measures and Indicated Resources to gold price is as follows (inferred excluded):

Gold Price (US$)		Grade (g/t Au)	Tonnes (M)	Oz (M)	Strip Ratio (Waste/Ore)
$	700	1.31	195.8	8.25	2.01
$	825	1.20	238.1	9.17	1.91
$	900	1.15	255.8	9.48	1.84
$	1000	1.09	287.8	10.07	1.81
$	1100	1.05	308.0	10.37	1.76

For the purpose of the reserve estimate, the optimal Whittle pit shell was used as a guideline for the manual design of the engineered pit, and only the in-pit measured and indicated resources outlined above were considered. Optimization parameters included a gold price of US$825 per ounce, processing costs of US$4.96 per Tonne, total ore-based costs of between US$6.38 and US$6.63 per Tonne, average metallurgical recovery of 86.1% and inter-ramp pit slope angles between 43 and 55 degrees. For the reserve estimates, a mining dilution factor of 3.3% was calculated.

The table below shows the new reserve and resource statement for the Canadian Malartic project:

Reserve and resource estimates using base case US$825 engineered pit shell
with 0.34 g/t Au lower cut-off grade

Category	Tonnes (M)	Grade (g/t Au)	Oz (M)
Proven Reserves	28.4	0.92	0.84
Probable Reserves	217.4	1.16	8.13
Proven & Probable Reserves	245.8	1.13	8.97
Indicated Resources	70.4	0.99	2.23
Inferred Resources	20.0	0.73	0.47

Due to the uncertainty that may be attached to Inferred Mineral Resources, it cannot be assumed that all or any part of an Inferred Mineral Resource will be upgraded to an Indicated or Measured Mineral Resource as a result of continued exploration. Also, Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

These reserve estimates assume that all necessary authorizations will be obtained in order to begin mining the South Barnat portion of the deposit by 2012. The current mining permit does not include South Barnat, nor does it include authorization to deviate highway 117. Additional studies are currently under way to evaluate the deviation of highway 117 and obtain required authorizations, studies that are being carried out in cooperation with the Québec Ministry of Transport and the town of Malartic. The goal of these studies are to minimize the portion of the highway to be relocated, minimize the social impact to the community and obtain all necessary mining permits for South Barnat by 2012.

A NI 43-101 compliant, 7.7 million ounces of gold Measured and Indicated global Resource estimate (6.4 million ounces of gold Measures and Indicated in-pit Resource) on the main Canadian Malartic gold deposit was released on September 8, 2008 and has been filed on SEDAR. A NI 43-101 compliant, 6.3 million ounces of gold reserve estimate and Feasibility Study on the main Canadian Malartic gold deposit was released on November 25, 2008 and has been filed on SEDAR. A NI 43-101 compliant, 2.2 million ounces of gold Measures and Indicated global Resource estimate (2.0 million ounces of gold Measures and Indicated in-pit resource) on the South Barnat gold deposit was released on June 2, 2009 and has been filed on SEDAR. A NI 43-101 compliant, 11.2 million ounces of gold Measures and Indicated global Resource estimate (9.2 million ounces of gold Measures and Indicated in-pit Resource) on the combined Canadian Malartic and South Barnat gold deposit was released on December 14, 2009, and a NI 43-101 compliant report on this last resource estimate as well as the updated reserve estimate herein has been filed on SEDAR on March 23, 2009.

Summary of the Canadian Malartic Updated Report

See “3.3 Mineral Projects — Canadian Malartic” for further details on the Canadian Malartic deposit.

Belzile Solutions and G Mining were retained by Osisko to generate an independent updated estimate of the mineral resources and reserves of the combined Canadian Malartic and South Barnat deposits, both located on the Canadian Malartic property in Quebec, Canada. The South Barnat mineralization is located approximately 1,200 metres northeast of the center of the Canadian Malartic deposit.

Mineralization in the South Barnat zone

Mineralization in the South Barnat Zone is located to the north and south of the old Barnat and East Malartic mine workings, largely along the southern edge of the Cadillac fault. The disseminated/stockwork gold mineralization strikes NW-SE and is hosted both in silicified greywackes of the Pontiac Group (south of the fault contact) and in potassic-altered porphyry dykes and schistose, carbonatized and biotitic ultramafic rocks (north of the fault contact). Subvertical porphyry dykes on both sides of the fault, but especially abundant on the north side, contain disseminated mineralization as well as late quartz veins locally containing visible gold. Mineralization hosted by silicified sediments on the south side of the fault represents the Sladen (eastern) Extension of the Canadian Malartic deposit that has been deflected and possibly dismembered along the fault zone. Current modeling suggests that gold mineralization in the South Barnat Zone may extend further east along the north and south walls of the past-producing East Malartic mine.

Resource estimation

Osisko Mining Corporation provided the author with a Drill Hole Database that included all drill holes information available (as of October 1, 2009). The database contained the following tables and fields:

· Collar information - hole ID, xyz coordinates of collar, maximum depth.

· Down-hole survey - hole ID, down-hole depth, dip, azimuth.

· Assay_Geology - hole ID, sample ID,depth from, depth to, gold value in g/t and geology (alteration).

Three distinct phases of drilling have occurred at the project. During the first phase, from 1928 to 1963 by Canadian Malartic, a total of 3,838 drillholes for 159,056 m of drilling was completed. These drillholes were predominantly drilled from underground as grade control drilling. From 1987 to 1990, Lac Minerals-Barrick completed 629 drillholes for 69,449 m of drilling. These drillholes were drilled from surface and defined shallower resources (mostly less than 200 m below surface). Since 2005, Osisko has drilled 2,379 drillholes for 561,202 m of NQ diamond drill core. These drillholes have defined mineralization throughout the main area of mineralization.

The database contains data from 6,846 diamond drill holes, representing a total of 789,707 m of core. The combined database was reviewed and validated prior to being finalized into an appropriate format for resource estimation.

Belzile Solutions has undertaken detailed statistical analysis of the available standards, blanks and duplicated quality control data for the Canadian Malartic and South Barnat deposits. Globally, the available data of the QA-QC program show good results even if there are some discrepancies for the individual pulp and rejects re-assays, as it is quite often the case for gold deposits, especially where visible gold is present.

The statistics of the Reference Material (standards) are considered within industry acceptable limits of accuracy. It is noted that the ALS Chemex results show (with most of the standards) a slight negative bias when compared with the expected value of the standards.

The level of contamination appears to be low as the blank samples do not display evidence for significant contamination.

The samples sent to the external lab do not show any significant bias as the global average is about the same and the coefficient of correlation between the two populations is on average 92% for both deposits.

It is Belzile Solutions’ opinion that Osisko is running an industry standard QA/QC program for its insertion of control samples into the stream of core samples for the South Barnat project definition program. However, in future Belzile Solutions recommends that the results of the blank, standard and duplicate samples be monitored by means of control charts rather than only visually.

Modeling

All modeling done for this resource estimate was performed by Belzile Solutions based on the data supplied in the drillhole database by Osisko. The modeling of the geological contacts, the mineralized zones, topographic and overburden surfaces was carried out using GEMS 6.2 software.

For Canadian Malartic deposit, seven different high grade domains (coded 21,22,30,40,51,52 and 60) were modeled based on a cut-off of 1.0 g/t Au. Also, six pervasive alteration domains (coded 70,71,72,73,74 and 75) were identified mainly as halos of the high grade envelopes. These pervasive alteration domains were modeled using a cut-off of 0.4 g/t Au. Finally, a broad lower grade envelope (coded 10) based upon a nominal 0.2 g/t Au lower cutoff was created to define the extents of the low grade mineralisation.

A 3D model of the main porphyry unit was also created based upon supplied geological sections and from the geological logging. This porphyry unit is important since the mineralization is closely associated with it and also because it is of different specific gravity than the surrounding sediments.

For South Barnat deposit, based on a cut-off of 0.40 g/t Au, seven different higher grade domains (201, 202, 204, 205, 206, 208 and 209) were modeled. As the mineralized zones are often closely associated with the presence of porphyry dyke swarms, geology was also used to delineate the mineralized zones. The porphyry dykes are injected more or less parallel to the sediments-ultramafic fault contact and four of the mineralized zones follow this orientation.

For the voids modeling, Osisko provided Belzile Solutions with 3-D dxf files of a portion of the development and stoping of the former Sladen, Barnat and East Malartic mines. The modeling covers the area that is the subject of the current resource estimate but will have to be extended if the drilling is extended to the East of South Barnat deposit (in the area of former East Malartic mine). The voids model was used to deplete the resource model.

Statistical analysis

Drill hole assay intervals intersecting interpreted domains were coded in the database, used to analyze sample lengths, generate statistics, composites and variography.

The capping of the high assays represents a total loss of 1.7% and 3.2% of the gold (for Canadian Malartic and South Barnat deposits respectively) when considering the volume of each individual zones and the percent loss of gold per zone. The level of capping was based on the study of the effect of the high grade values on the mean and standard deviation along with probability and histogram plots.

The drillhole database coded within each interpreted zone was composited to achieve a uniform sample support. Because of the size of the potential operation that would use 10-metre benches, it was decided to composite the data with a regular 5-metre run length (down hole) within each interpreted domain using the cut value of the original samples. Composites were used for grade interpolation.

A total of 3,109 density measurements were done on core from Canadian Malartic deposit at Chemex Laboratories for samples of the 2006 and 2007 drilling campaigns while 400 density measurements were done on core for South Barnat deposit from samples of the 2008 drilling campaign.

Average density measurements were used in the model for each different lithologies. When the mineralized zones are not composed of only one rock type, a density is assigned to each sample and the average density of the zone is calculated.

Block modeling and grade interpolation

A block model was constructed (October09) within the Canadian_Malartic09 Gems 6.2 database. The block model extents were designed to be large enough to facilitate pit optimizations and associated pit slopes for both deposits.

The block dimension (20 m X 10 m X 10 m) is based on the existing drilling pattern (15 m X 25 m (South Barnat) and 30 mX 30 m (Canadian Malartic)) and the mine planning considerations (10-metre benches).

Also, within the block model project, a series of models were incorporated for recording the different attributes assigned and calculated in the block model development

Grade estimation was done using Ordinary Kriging as the official method while Inverse distance to the second power (ID²) was used for comparison. Gems 6.2 software was used for the estimates.

The grade estimates were generated using the cut 5m composites. The blocks that are included in one particular domain are estimated only with the composites coded within this domain (hard boundary).

Classification

The Mineral Resources estimated for the South Barnat deposit were classified according to the “CIM Definition Standards for Mineral Resources and Reserves” (December 11, 2005).

Resource classification is based on the robustness of the various data sources available, including:

· Quality and reliability of drilling and sampling data

· Distance between sample points (drilling density)

· Confidence in the geological interpretation

· Continuity of the geologic structures and the continuity of the grade within these structures

· Variograms models and their related ranges (first and second structures)

· Statistics of the data population

· Quality of assay data

· Tonnage factor

Based on these criteria, resources have been classified according to the data search used to estimate each block and also on the type of data used for the estimate.

Measured resources are limited to the blocks estimated in the first estimation pass and only within mineralized zones for which the grade continuity is well established. Also, Measured resources are limited to the blocks within mineralized zones for which the recent drilling represents a high majority of the data (>65%).

Indicated resources correspond to the blocks estimated in the second estimation pass plus the blocks estimated in the first pass but not classified as Measured.

Inferred resources correspond to the blocks estimated in the third estimation pass.

Mineral Resource Estimation

The OK block model was exported to the Whittle pit optimization software, where a pit was generated on Measured and Indicated resources only. Base case pit parameters include a maximum 55.0 degree slope angle (varying from 43 to 55 degrees), ore base cost of US$6.38 (CM) and US$6.63(Barnat)/Tonne milled (based on a 55,000 t/d milling rate), variable mining cost depending of the depth (Reference mining costs of US$1.32/t with incremental US$0.020/10 m bench) and variable processing recoveries depending on grade and rock type (from 78.6% to 96.7%). The gold price used was US$825/oz. These costs are derived from the 2008 Feasibility Study of the Canadian Malartic deposit (Runnels et al, 2008). G Mining Services Inc of Montreal performed the pit optimization.

Table below presents the resource estimation tabulation, by category, and at different cut-off grades for the ordinary kriged model within the pit shell generated. Based on an ore-based cost of US$6.38 per Tonne, the corresponding in-pit cut-off grade for the base case US$825/oz Whittle shell is 0.34 g/t Au. At this cut-off, the official Measured + Indicated In-Pit resources for the Canadian Malartic and South Barnat deposits total 238.1 million Tonnes at an undiluted grade of 1.20 g/t Au, representing 9.17 million ounces of gold (see highlighted row in table below).

	Measured			Indicated			Total Meas. + Ind.			Inferred
Cutoff (g/t Au)	Tonnes (Mt)	Grade (g/t Au)	Ounces (M oz)	Tonnes (Mt)	Grade (g/t Au)	Ounces (M oz)	Tonnes (Mt)	Grade (g/t Au)	Ounces (M oz)	Tonnes (Mt)	Grade (g/t Au)	Ounces (M oz)
0.34	27.5	0.97	0.86	210.6	1.23	8.31	238.1	1.20	9.17	3.8	0.90	0.11
0.40	25.5	1.02	0.83	196.5	1.29	8.15	222.0	1.26	8.98	3.5	0.95	0.11
0.50	21.4	1.13	0.78	174.2	1.40	7.82	195.6	1.37	8.60	2.9	1.05	0.10
0.60	17.6	1.25	0.71	154.3	1.51	7.47	172.0	1.48	8.18	2.3	1.18	0.09
0.70	14.5	1.38	0.65	138.0	1.61	7.13	152.6	1.59	7.78	1.8	1.31	0.08
0.80	12.2	1.50	0.59	125.3	1.69	6.83	137.5	1.68	7.42	1.6	1.42	0.07
0.90	10.3	1.62	0.54	114.1	1.78	6.52	124.4	1.76	7.06	1.3	1.54	0.06
1.00	8.7	1.75	0.49	104.4	1.85	6.23	113.1	1.85	6.72	1.1	1.67	0.06

Cautionary note: Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

Mining and Mineral Reserve Estimate

Pit optimization was conducted to determine the optimal mining limits for the combined Canadian Malartic and Barnat deposits. The optimization parameters used in the optimization are identical to costs established by the November 2008 Feasibility Study for Canadian Malartic Project with only the gold price increased to US$825/oz. A pit slope study completed on the Barnat pit was used to guide the slope constraints and pit design. The cut-off grade for Canadian Malartic is 0.34 g/t and 0.36 g/t Au for Barnat. The US$825/oz shell was utilized to guide the engineered pit design.

The engineered pit design contains reserves of 245.8 Mt of ore at 1.13 g/t Au for 8,965,835 contained ounces of gold. This estimate includes an estimated dilution factor of 3.3% and ore losses resulting from loss of material from crown pillars of underground stopes. The average recovery is 86.1% for a gold production of 7,720,935 ounces.

Mine scheduling is based on initial mining phases for Canadian Malartic and Barnat, a second phase combining both pits and a final mining phase. Scheduling of the pits assumes that Barnat is accessible for mining starting in 2012 which requires the relocation of highway 117.

A mining plan was developped to accomodate an increased mill throughput. Two milling scenarios were developped with the first keeping the milling rate constant at 55,000 tpd as per the Feasibility Study and the second increasing the throughput to 60,000 tpd starting in 2013. The ore stockpiles serve as a buffer to balance out the mining and milling rates. The mining rate in the pit increases from 57.5 Mt in 2011 to 77.4 Mt in 2012 with a peak of 77.5 Mt reached in 2015, and then the rate decreases thereafter.

Under the constant 55,000 tpd milling scenario the average gold production is 630,000 oz per year. The first five years of production would account for 3.36 million ounces of production at an average rate of 673,000 oz per year. The mine life at this milling rate is 12.2 years.

For the increased milling rate scenario the average gold production increases to 679,000 oz per year. The first five years of production in this case would account for 3.50 million ounces of production at an average rate of 700,000 oz per year.

Other relevant information

Since the southern portion of the town of Malartic lies over top of the Canadian Malartic deposit, potential commercial open-pit production would require not only the collaboration and support of the town council and residents of Malartic, but also arrangements to purchase, relocate or reconstruct 205 residences, as well as a low cost housing residence, an adult education training centre, a long-term elderly care facility, an elementary school and a daycare facility. This program is well underway but not completed.

Also, production from the South Barnat deposit would also require the relocation of highway 117, the only access to the town of Malartic. Although Osisko has taken all possible measures to ensure majority community support for the project, there is no guarantee that Osisko will obtain the social contract nor the permits required for commercial production of the deposits.

Conclusions and recommendations

Osisko has made a significant discovery of gold mineralization in the Malartic area of northwestern Québec and has successfully developed and advanced the knowledge of the deposit and upgraded the

confidence level of the mineral resources and reserves through a program of exploration and definition drilling.

Since the disclosure of a Feasibility Study in November 2008 on the Canadian Malartic deposit (Runnels et al., December 2008), a significant and potentially economic deposit of gold mineralization has been delineated at South Barnat. It is Belzile Solutions’ opinion that Osisko is justified to go ahead with an updated Feasibility Study using the combined resources of Canadian Malartic and South Barnat deposits to assess the economic potential of the entire project.

Engineering and preparatory work to relocate highway 117 and other infrastructure within the footprint of the Barnat pit should be initiated to allow mining to commence in 2012 as per the life of mine plan presented in this technical report.

As a result of the updated reserve and resource estimate for the Project which now includes the South Barnat deposit, the updated summary of the annual mine production plan at the previously-established milling rate of 55,000 tpd is as follows:

New Annual Mine Production Estimates based on 55,000 TPD Mill Rate

Period	Ore Mined (Kt)	Waste Mined (Kt)	Strip Ratio	Mill Feed(1) (Kt)	Grade (g/t) Au	Processed Gold (oz)	Recovery (%)	Recovered Gold (oz)
Pre-prod.	2,244	11,568	5.16	0	0	0	0	0
2011	17,011	40,533	2.38	15,056	1.18	568,965	86.5	492,394
2012	20,258	57,152	2.82	20,075	1.22	788,857	87.2	687,506
2013	22,967	54,441	2.37	20,075	1.26	814,023	87.4	711,812
2014	20,473	56,879	2.78	20,075	1.24	798,723	87.0	694,606
2015	20,155	57,354	2.85	20,075	1.13	732,352	85.7	627,503
2016	23,154	53,876	2.33	20,075	1.10	709,148	85.0	602,822
2017	20,625	49,433	2.40	20,075	0.97	625,547	83.6	522,970
2018	21,115	48,628	2.30	20,075	1.06	686,467	85.5	586,651
2019	20,809	33,848	1.63	20,075	1.14	738,660	87.2	643,886
2020	22,316	30,226	1.35	20,075	1.26	813,303	87.3	709,715
2021	25,029	16,817	0.67	20,075	1.29	833,849	87.0	725,056
2022	9,689	5,617	0.58	20,073	1.04	672,359	84.4	567,586
2023	0	0	0	9,966	0.57	183,582	80.9	148,428
Total/avg.	245,845	516,372	2.10	245,845	1.13	8,965,835	86.1	7,720,935

(1) Mill feed in a given year may include stockpiled ore.

With the addition of the South Barnat deposit, mine life based on a 55,000 tpd milling rate is estimated at 12.2 years, with mine production daily rate, including waste, being estimated at an average of 170,000 tpd. The deposit will be mined by conventional open pit mining methods using an initial fleet of

twelve 227 Tonne (or 240 ton) haul trucks, two electric hydraulic shovels, and various ancillary equipment to support the mining operations. The fleet will be ramped up in subsequent years according to the requirements of the mining plan. The waste to ore ratio is estimated at an average of 2.1 to 1.0. Mining costs used for reserve calculations have been estimated at an average of US$1.41 per Tonne mined. Fuel price assumption is based on US$70 per barrel.

Total gold production over life-of-mine would be 7.72 million ounces of gold, at an average of 630,000 ounces per year. The first five years of production would account for 3.36 million ounces of production at an average rate of 673,000 ounces per year.

The following annual mine production plan takes into account the addition of the South Barnat deposit and is estimated at a possible ramped-up milling rate of 60,000 tpd, starting in the third year of production:

Annual Mine Production Estimates based on 60,000 TPD Mill Rate (starting in 2013)

Period	Ore Mined (Kt)	Waste Mined (Kt)	Strip Ratio	Mill Feed(1) (Kt)	Grade (g/t)	Processed Gold (oz)	Recovery (%)	Recovered Gold (oz)
Pre-prod.	2,244	11,568	5.16	0	0	0	0	0
2011	17,011	40,533	2.38	15,056	1.18	568,965	86.5	492,394
2012	20,258	57,152	2.82	20,075	1.22	788,857	87.2	687,506
2013	22,967	54,441	2.37	21,900	1.25	879,670	87.3	768,341
2014	20,473	56,879	2.78	21,900	1.21	853,006	86.9	740,986
2015	20,155	57,354	2.85	21,900	1.09	765,085	85.5	654,085
2016	23,154	53,876	2.33	21,900	1.07	750,032	84.8	636,249
2017	20,625	49,433	2.40	21,900	0.87	612,421	82.8	506,871
2018	21,115	48,628	2.30	21,900	1.03	724,217	85.3	617,505
2019	20,809	33,848	1.63	21,900	1.11	781,489	87.0	679,694
2020	22,316	30,226	1.35	21,900	1.20	846,467	87.0	736,573
2021	25,029	16,817	0.67	21,900	1.23	868,283	86.7	752,998
2022	9,689	5,617	0.58	13,614	1.20	527,343	84.9	447,733
2023	0	0	0	0	0	0	0	0
Total/avg.	245,845	516,372	2.10	245,845	1.13	8,965,835	86.1	7,720,935

(1) Mill feed in a given year may include stockpiled ore.

With the addition of the South Barnat deposit, mine life and mine production daily rate based on this increased milling rate are similar. Total gold production over life-of-mine of 7.72 million ounces of gold would be identical in this scenario, at a higher average of 679,000 ounces per year. The first five years of production in this case would account for 3.50 million ounces of production at an average rate of 700,000 ounces per year.

This mine schedule assume that all necessary authorizations will be obtained in order to begin mining the South Barnat portion of the deposit by 2012. The current mining permit does not include South Barnat, nor does it include authorization to deviate highway 117. Additional studies are currently under way to evaluate the deviation of highway 117 and obtain required authorizations, studies that are being carried

out in cooperation with the Québec Ministry of Transport and the town of Malartic. The goal of these studies are to minimize the portion of the highway to be relocated, minimize the social impact to the community and obtain all necessary mining permits for South Barnat by 2012.

The Feasibility Study filed in 2008 contemplated that the plant design is a conventional cyanidation and carbon-in-pulp plant with a nominal throughput capacity of 55,000 tpd (20M Tonnes per annum) based on 92% plant availability. Gold recovery is estimated at 85.9% based on an average head grade of 1.07 g/t Au. Grind is estimated at P80 = 64 microns with an average leach time of 28 hours. The design is based on numerous tests that were conducted at various laboratories, including SGS Lakefield located in Lakefield, Ontario.

In order to minimize the environmental impact of the Project, the use of thickened tailings disposal technology has been selected. The actual proposed plan is to dispose of the tailings over the former East Malartic tailings area. A framework agreement has been signed (and signature of a final agreement is pending) with the MRNF to utilize this tailings area. The material deposited on the tailings area will have been processed through a detoxification plant to destroy the majority of cyanide.

As per the Feasibility Study filed in 2008, during the first five years of operations, the Canadian Malartic Project is expected to produce an average of 673,000 ounces of gold at an operating cost of US$313 per ounce before royalties and silver credits.

The summary per year is outlined below, based on an average gold recovery of 85.9%, as per the Feasibility Study filed in 2008:

Year	Tonnes Milled (000’s)	Average Grade (g/t Au)	Gold Production (oz)	Cost/ounce Excluding Royalties (US$)	Total Cost(1) (US$ per oz)	Silver Production (oz)
2011(2)	15,056	1.20	498,000	273	271	621,000
2012	20,075	1.11	619,000	312	310	785,000
2013	20,075	1.08	596,000	328	327	762,000
2014	20,075	1.07	597,000	327	325	759,000
2015	20,075	1.16	650,000	306	302	823,000
2016	20,075	0.96	524,000	376	373	678,000
2017	20,075	0.91	498,000	393	392	643,000
2018	20,075	1.01	563,000	336	334	713,000
2019	20,075	1.17	649,000	266	264	827,000
2020	7,672	0.95	202,000	270	267	270,000
Total	183,328	1.07	5,396,000	320	319	6,881,000

(1) Total cost includes royalty expenses and is net of silver revenues based on a silver price of US$10 per ounce.

(2) Commercial production is expected to commence on the second quarter of 2011.

During 2009, Osisko’s development and construction group focused on the completion of the relocation program, the recruitment of key construction personnel, the advancement of detailed engineering for the process plant, the selection and procurement of key equipment supplies and contractors and the initiation of construction activities at the Project site.

As at December 31, 2009, the overall advancement of the project work is estimated at 30%. This includes 95% of the relocation project and 10% of the mine site development and construction.

Building on its experience in 2008, the Corporation revised its procedures to improve residential relocation process in 2009 and some 80 additional homes were relocated in 2009 for a total of 140 houses now relocated in the new area.

The Corporation also completed six multi-residential units (24 apartments in total) and relocated residents. Furthermore, Osisko agreed to build 20 new homes for resale, offsetting the 68 residences that were demolished in the southern neighborhood. The contract for the construction of the houses was awarded and is expected to be completed by third quarter of 2010.

The new municipal infrastructures were completed and responsibility for the new area was turned over to the town of Malartic on September 1, 2009.

The relocation program is 95% completed and dialogue is continuing to secure an agreement with the remaining residents. Expropriation procedures have been initiated in connection with one resident but, nonetheless, Osisko is maintaining an open approach in order to reach an agreement.

As part of the relocation program, the Corporation was required to construct six (6) new institutions to replace the five (5) units which were located in the southern portion of Malartic. Summary of institutional buildings’ progress as of December 31, 2009 is as follows:

Institution	Date Commenced	Completion / Due Date	Investment ($M)	Transfer to Authorities
Elementary School	Aug. 2008	Aug. 2009	14.74	Aug. 2009
Day Care Facility	Aug. 2008	Aug. 2009	4.70	Sept. 2009
Adult Learning Centre	Sept. 2008	Aug. 2009	6.20	Aug. 2009
Long-term Health Care Facility	April 2009	April 2010	15.80	May 2010
Low Cost Elderly Housing Units	April 2009	Dec. 2009	3.14	Dec. 2009
Community Auditorium	April 2009	Feb. 2010	6.70	March 2010

Process detailed engineering as well as engineering work on tailings dam area has advanced to a completion rate of 85%.

The construction management has been staffed in consultation with operating personnel. Some 35 individuals are part of the construction management group. The Corporation is also utilizing consulting engineering firms to complement supervisory staff.

Significant efforts have been deployed to negotiate various supply and installation contracts. Contracts have been awarded with the strategy of maximizing benefits to the Malartic, Abitibi-Témiscamingue and Québec regions.

Expediting efforts are fully functional to ensure the timely delivery of equipment and supplies to ensure maximum flexibility during construction. As at December 31, 2009, several pieces of major process equipment had been received at site.

Contract with Hydro-Québec has been finalized for the construction of the 120kV transmission line. Hydro-Québec has received the necessary permits for the construction of the line and clearing activities began in November 2009. The transmission line covers 19 km from the Cadillac sub-station to the Canadian Malartic main sub-station. Construction of the main sub-station has advanced significantly to 20% completion and the main sub-station transformers have been received at site. The contracts for the 25kV line were awarded for the electric site distribution. Power is scheduled to be available at site in September 2010.

Work began on various support infrastructures including access control building and fuel storage facilities. The administration/warehouse/mine service building construction began during August 2009, and is scheduled for completion in April 2010. Concrete, structural steel roofing and cladding were completed.

Awards of process equipment purchase contracts are almost completed. Process equipment installation contract awards were completed during the first quarter of 2010. Major materials contracts for piping and fittings have been awarded.

Foundation work of the process building foundation work reached 50% completion by year-end. Work toward erection of building structural and leach tank reached 15% completion. Gyratory crusher rock excavation is completed and concrete has been initiated.

Tailings and reclaim pipelines were purchased and fusion and installation was performed during the first quarter of 2010. Foundations for dams A and B are under construction with Golder Associates providing QA/QC supervision.

Construction of potable water, sewage, and fire protection pipelines are underway with a completion rate of 30%.

During 2009, as part of the development work, the Corporation handled approximately 472,000 Tonnes of material using the construction fleet acquired in July 2008:

The preparation of the mill and administrative site resulted in the excavation of some 300,000 cubic metres of material.

During this period, several pieces of the planned mining fleet were received including:

· 1 – RH340 O&K shovel;

· 3 – 240 ton CAT 793F trucks ;

· 1 – CAT D10T dozer;

· 1 – CAT 16M grader;

· 1 – CAT IT38H Small loader;

· 1 – CAT 785 Truck (lowboy); and

· 1 – CAT 834H Wheel dozer.

The shovel and trucks were assembled at site on a temporary pad facility.

Major supply contracts were concluded during the year pertaining to fuel and related products, explosive (including load and shoot functions) and tires. These new contracts were entered into at a lower cost than anticipated in the Feasibility Study.

Operation personnel continued to support the construction team with the detailed engineering and in the selection of equipment. The Corporation is focusing on securing all major reagents natural gas and grinding media contracts by the end of first quarter of 2010.

The construction of the Project benefitted from favorable weather conditions in November and December and, as a result, the start-up is maintained for the second quarter of 2011.

The focus during the year in the community relations area included:

· Public hearings held by the BAPE;

· Maintaining strong relationship with the residents affected by the relocation; and

· Strong focus on relationship with Malartic and Abitibi-Témiscamingue stakeholders.

In accordance with the applicable legislation, the BAPE held an information meeting on February 5, 2009 and formal hearings on the Project commenced on March 9, 2009. The BAPE process was held within the four-month period as follows:

· Public meetings including presentation of the Project by the Corporation’s officials and consultants, and responses to inquiries by stakeholders. Various Québec ministries and local authorities participated in the hearings held on March 11-13, 2009 (total of five public sessions).

· Presentations of written and public submissions on April 14-16, 2009 (total of five public sessions). More than 83 briefs were submitted and seven verbal presentations were made to the commissioners.

· Issuance of the report by the commissioners to the Minister of the Environment on July 3, 2009.

· Public release of the BAPE report on July 9, 2009.

Further to one of the recommendations of the BAPE report and with the assistance of Chaire Desjardins des petites collectivités de l’Université du Québec en Abitibi-Témiscamingue (“UQUAT”), a new monitoring group was formed. The group is comprised of 14 members and will be in place during the operational and closure phases.

The Corporation also held a fundraising golf tournament on September 9, 2009, which resulted in $400,000 being raised for FEMO. The FEMO sponsored various community initiatives totalling $195,000.

The Corporation also donated 250,000 shares to McGill University’s Department of Earth and Planetary Sciences, matching Robert Wares’, founder and COO of Osisko, personal donation. The donation is to fund positions in economic geology and other initiatives for students involved in geological sciences.

The Corporation published its first Sustainability Report covering its 2008 activities. The report was compiled based on the Global Reporting Initiative principles. Finally, Osisko won several awards recognizing its economical sustainability and technical achievements.

A detailed environment plan was developed for the Project. On-site personnel have participated in the development of this plan and have taken the responsibility for day-to-day monitoring. The Corporation completed monitoring surveys on foundation of actual institutional buildings as part of its pre-blasting seismic program and post relocation monitoring surveys in the new settlement in order to collect data.

The Corporation is participating in a number of research initiatives:

· Acid rock drainage, tailings and waste disposal with UQAT

· Tailings stability work with Golder, UQAT, École Polytechnique de Montreal and the University of British Columbia

· Underground water research (Esker) with UQAT

· Joined COREM for 2010 to participate in various industry metallurgical research studies

· Tailing closure and rehabilitation with trees with UQAT and Natural Sciences and Engineering Research Council of Canada

A closure plan has been drafted and Osisko is in discussion with Government officials for approval and the Corporation is finalizing the East Malartic tailings site closure plan agreement with Ministry of Natural Resources.

The Corporation established a health and safety program to cover all of the employees of the Corporation and of its and contractors. Regular monitoring of compliance to the program and training sessions are in force. There has been no lost time accident for Osisko employees in 2008 and 2009.

During 2009, the exploration group was expanded with addition of qualified personal to seek and evaluate new projects. The Corporation has studied various opportunities and concluded the following transactions:

· Bowmore Exploration Ltd. — Strategic investment

· Goldboro Project (Orex Exploration Inc.)

· Dunn Gold Property (Midland Exploration Inc.)

· Mountjoy Gold Property (Claim Post Resources Inc.)

· Duparquet Camp (Clifton Star Resources Inc.)

Bowmore Exploration Ltd.

On July 3, 2009, the Corporation closed a strategic investment in Bowmore Exploration Ltd. (“Bowmore”) through an investment of $3.0 million of a $4.2 million non-brokered private placement. At the closing date, Osisko owned 15,000,000 common shares (39.1%) of the 38,364,984 shares of Bowmore and 22,500,000 common shares (40.4%) of the shares outstanding on a fully diluted basis. Furthermore, Osisko has appointed two nominees to Bowmore’s five member board of directors.

The objective of the investment is to grow the Corporation’s asset base by collaborating with Bowmore to advance a number of grassroots gold exploration opportunities in northern Mexico and Québec.

Dunn Gold Property (Midland Exploration Inc.)

On August 11, 2009, Osisko entered into an option agreement with Midland Exploration Inc. (“Midland”) for the Dunn gold property. The property consists of 51 claims in the Clericy and La Pause Townships near Rouyn-Noranda, Abitibi region, Québec. Under the terms of the agreement, Osisko can acquire 50% in the property over a three-year period in consideration of (i) cash payments of $140,000, including $50,000 on signing; and (ii) $1.3 million in exploration outlays, including a minimum of $320,000 in the first year.

Upon acquiring a 50% interest, Osisko will have the option to acquire an additional 15% interest by delivering a bankable feasibility study under the following conditions: (i) annual cash payments of $40,000 and (ii) a minimum of $200,000 of exploration work each year until the delivery of a bankable feasibility study within a three-year period. Alternatively, Osisko can acquire an additional 15% interest by solely assuming all exploration and development work on the Dunn Property, earning an additional 1% interest for every $1,000,000 spent on the property, up to a maximum of $15 million. Midland will be the operator until completion of a positive pre-feasibility study.

Mountjoy Gold Property (Claim Post Resources Inc.)

On August 10, 2009, Osisko entered into an option agreement with Claim Post Resources Inc. (“Claim Post”) for the Mountjoy gold property. The property consists of 105 claims in Mountjoy townships, near Timmins, Ontario.

Under the terms of the agreement, Osisko can acquire a 50% interest in the Mountjoy property during a four-year period in consideration of (i) total cash payments of $250,000, including a payment of $50,000 on or before the first anniversary of the option agreement and (ii) a total of $4,000,000 in exploration expenditures, including $500,000 on the first year.

Upon acquiring a 50% interest in the Mountjoy Property, Osisko will have the option to acquire an additional 10% by delivering a bankable feasibility study no later than three months following the sixth anniversary of the option agreement. Osisko can earn an additional 10% by securing project financing. Osisko will be the operator of the project during the option period.

Osisko has also made a $200,000 private placement into Claim Post by subscribing for 2 million common shares, equivalent to a 9.9% in the Corporation.

Goldboro Property (Orex Exploration Inc.)

On November 13, 2009, the Corporation signed an option agreement with Orex Exploration Inc. (“Orex”) for the Goldboro property, located in Guysborough County, Nova Scotia.

Under this agreement, the Corporation can acquire a 50% interest in the Goldboro property during a four-year period in consideration of (i) a total of $8,000,000 in exploration expenditures and (ii) making a private placement for 13,000,000 units at a price of $0.10 into the capital of Orex. Each unit consists of one common share and one transferable common share purchase warrant. Each transferable common share purchase warrant entitles the holder to acquire one common share for $0.125 for a period of three years. The private placement of units was completed following the signing of the option agreement.

Upon acquiring a 50% interest in the Goldboro property, the Corporation will have the option to acquire another 10% by delivering a prefeasibility study on or before the sixth anniversary of the agreement.

Osisko will be the operator during the option period.

Duparquet Camp (Clifton Star Resources Inc.)

On December 10, 2009, the Corporation entered into a joint venture with Clifton Star Resources Inc. (“Clifton”) to acquire a 50% interest in several options’ agreements/claims in the former gold producing Duparquet camp. Under the terms of the agreement, Osisko is required to spend:

2010	$	15.0 M	(minimum)
2011	$	15.7 M
2012	$	23.6 M
2013	$	15.7 M
	$	70.0 M

In addition, Osisko has agreed to extend loans to Clifton to fund options’ payment of $8.5 million for 24 months and $22.5 million for 36 months. These loans would carry interest at 5% annually and can be converted into stock at Clifton’s choice. The Corporation had also extended a $6 million credit to be drawn prior to January 1, 2010 which was not exercised.

The Corporation has not declared or paid any cash dividends on any of its issued shares since its inception. The Corporation’s dividend policy will be reviewed from time to time by the board of directors of the Corporation in the context of the Corporation’s earnings, financial condition, capital requirements and other relevant factors. The Corporation currently intends to retain all available funds and any future earnings to fund the development and growth of its business and the Corporation does not anticipate that it will pay any cash dividends in the foreseeable future.

The Corporation is authorized to issue an unlimited number of common shares without nominal or par value. The holders of the common shares are entitled to vote at all shareholder meetings and to receive such dividends as the Board of Directors, in its discretion, shall declare and, upon the liquidation, dissolution or winding up of the Corporation, the holders of the common shares are entitled to receive, on a pro-rata basis, the net assets of the Corporation after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro-rata basis with the holders of Common Shares with respect to dividends or liquidation. As at March 25, 2010, the capital structure is as follows:

Common shares issued and outstanding: 336,436,229.

Common share purchase warrants outstanding: 8,100,000.

Expiry Date	Number of Warrants	Exercise Price ($)

May 2013	1,100,000	7.46
September 2014	7,000,000	10.75
	8,100,000

Options outstanding: 9,647,832.

Expiry Date	Number of Options	Exercise Price ($)

May 2010	30,000	5.325
July 2010	100,000	5.50
September 2010	300,000	5.46
May 2012	1,000,000	5.325
September 2012	1,725,000	5.46
May 2013	275,000	4.18
September 2013	2,392,165	2.20
November 2013	10,000	1.97
March 2014	30,000	5.61
April 2014	186,667	5.20
May 2014	189,000	5.88
June 2014	375,000	6.72
November 2014	2,875,000	7.80
February 2015	160,000	8.70
	9,647,832

On October 1, 2001, the Corporation’s common shares commenced trading on the TSX Venture Exchange under the trading symbol OSK (prior to which the Corporation’s common shares traded on the Montreal Exchange under the same symbol). Osisko graduated to the TSX on November 15, 2007, and its shares were listed and posted for trading on the TSX as of the opening of markets on November 15, 2007. The Corporation is also listed on the Frankfurt Deutsche Boerse in Germany (symbol EWX). Since March 23, 2009, the Corporation is included on the S&P/TSX Composite Index as well as the S&P/TSX Global Gold Index and the S&P/TSX Global Mining Index.

The following table provides the historical monthly trading price ranges and volume for the common shares during the most recently completed financial year ended December 31, 2009.

Month	High ($)	Low ($)	Volume (#)

January	5.44	2.66	23,247,052
February	5.54	4.26	55,912,295
March	6.05	4.22	55,673,782
April	6.10	4.91	35,171,684
May	7.22	5.43	31,994,799
June	7.55	6.25	35,310,867
July	7.15	6.14	24,477,953
August	7.70	6.77	54,035,957
September	9.24	6.88	71,850,547
October	8.34	6.90	34,745,819
November	8.55	7.01	71,638,566
December	9.06	7.80	32,886,391

On February 25, 2009, the Corporation closed a public offering by way of short form prospectus, on a bought-deal basis, with a syndicate of underwriters. Osisko issued a total of 88,550,000 Units of the Corporation at a price of $4.55 per Unit, for aggregate gross proceeds of $402.9 million. The fees related to the transaction are estimated at $21.1 million including a commission of 5% on gross proceeds payable to the underwriters.

Each Unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder thereof to purchase one additional common share upon payment of the exercise price of $5.45 until November 17, 2009. Osisko is using the proceeds of the offering for the development and construction of its Canadian Malartic Project and for working capital purposes.

On June 26, 2009, the Corporation closed a non-brokered private placement pursuant to which Osisko issued a total of 1,216,000 flow-through shares at a price of $8.75 per share for aggregate gross proceeds

of $10.6 million. These funds are being used to intensively pursue exploration programs on several exploration projects and on the Project with the objective of increasing Osisko’s reserve and resource base.

On September 1, 2009, the Corporation closed a second public offering by way of short form prospectus, on a bought deal basis, with a syndicate of underwriters. Osisko issued a total of 21,361,250 common shares at a price of $7.00 per common share for aggregate gross proceeds of $149.5 million. The net proceeds of the offering amounting to $141.8 million are being used for the development and construction of the Canadian Malartic Project and for general working capital purposes.

On September 24, 2009, Osisko entered into a financing agreement with CPPIB, a wholly owned subsidiary of the CPP Investment Board. Under the terms of the agreement, upon drawing down on the first tranche of $75 million, Osisko issued CPPIB 7 million warrants exercisable before September 24, 2014, at a price of $10.75, which represents a 30% premium to the 15 day volume weighted average price. If Osisko draws down on the second $75 million tranche, CPPIB would receive an additional 5.5 million warrants having a 5-year term at similar terms to those issued in connection with the drawdown on the first tranche.

On November 9, 2009, Osisko has concluded a $75 million financing agreement with SGF by way of senior non-guaranteed debenture, convertible at the discretion of the SGF into Osisko shares at a price of $9.18 per share. It carries an interest rate of 7.5%. The initial capital is to be reimbursed no later than November 9, 2014. The proceeds will be used to fund the development and construction of the Canadian Malartic Project.

On December 18, 2009, the Corporation closed a non-brokered private placement pursuant to which Osisko issued a total of 335,290 flow-through shares at a price of $11.30 per share for gross proceeds of $3.8 million. These funds are being used to intensively pursue exploration programs on several exploration projects and on the Project with the objective of increasing Osisko’s reserve and resource base.

The Corporation had originally entered into a first escrow agreement dated May 19, 1983, and a second escrow agreement on June 17, 1999 pursuant to Québec Policy Statement Q-4 Distribution of Securities of a Mining Exploration and Development Company or of a Mining Exploration Limited Partnership. On August 4, 2008, the above above-mentioned escrow agreements were replaced by an escrow agreement between CIBC Mellon acting as escrow agent, the Corporation and certain shareholders (the “Escrow Agreement”) under National Policy 46-201 — Escrow for Initial Public Offerings.

These common shares were being released from escrow in accordance with the release schedule set forth below:

Date	Released Escrow Shares (in %)
60 days after the required press release announcing the entering into of the Escrow Agreement.	25	%
6 months after such date	25	%
12 months after such date	25	%
18 months after such date	25	%

As of February 4, 2010, no more shares are under escrow.

The following table sets out the names, provinces and countries of residence of the directors and officers of the Corporation, their positions and offices within the Corporation and their current principal occupations.

Each of the directors has been elected to serve until the next annual meeting of the shareholders of the Corporation.

Name, Province and Country of Residence	Positions held in the Corporation	Director or Officer Since	Principal Occupation during the five preceding years
Victor Bradley(1),(2) Alpes-Maritimes, France	Director and Chairman of the Board of Directors	November 2006	Mr. Bradley is a Chartered Accountant. He is currently director and Chairman of the Board of Directors of Osisko. Over the last five years Mr. Bradley was a director of mining companies including AIM Resources Limited, Aura Minerals Inc., Castillian Resources Corp., Frontier Pacific Mining Corporation, Meridian Gold Inc., Nevoro Inc., Nortec Ventures Corp. and Yamana Gold Inc.
Sean Roosen Ontario, Canada	President, Chief Executive Officer and Director	September 2003	President and Chief Executive Officer of Osisko since March 2006. Mr. Roosen is also the Chief Operating Officer of EurAsia Holding A.G. Mr. Roosen is also a Director of Bowmore Exploration Ltd. and Rio Novo Gold Inc., both are public mining company.
André J. Douchane(1),(4) Ontario, Canada	Director	June 2007	Mr. Douchane is the President and Chief Executive Officer of Starfield Resources Inc. (a copper, nickel and platinum group elements exploration and development stage company). Mr. Douchane was President and Chief Executive Officer of North American Palladium Ltd. from April 2003 until December 2005. Mr. Douchane is currently Chairman of the Board of North American Palladium Ltd.
Staph Leavenworth Bakali(1),(2),(3) London, United Kingdom	Director	March 2006	Mr. Bakali is the President and CEO of Genocea Biosciences (a key vaccine discovery and development commercializing company), and Chairman of LeapFrog Investment LLP, a company active in the financial services sector. Mr. Bakali was the Chief Operating Officer of ID Biomedical Corporation from February 2004 until April 2006. Mr. Bakali is also a non executive director of Intercell A.G. and a director of Phoqus Pharmaceuticals Limited.

Name, Province and Country of Residence	Positions held in the Corporation	Director or Officer Since	Principal Occupation during the five preceding years
Norman Storm(2),(3) Jurmala, Latvia	Director	October 2003	Mr. Storm is the Chief Executive Officer of EurAsia Holding AG, (an investment company in the natural resources industry) as well as Chief Executive Officer of EurAsia Resource Holdings AG and Managing Director of RV Resource Value Holding PLC as well as a Director of Condor Petroleum Inc.
Serge Vézina(3),(4) Québec, Canada	Director	September 2007	Dr. Vézina is a Professional Engineer; Mining Consultant since June 2006; from March 1998 to June 2006 with Cambior Inc., most recently as Vice-President of Industrial Engineering and Environment from April 2001 until June 2006; Since February 2009, Dr. Vézina is also a director of Stornoway Diamond Corporation.
Robert Wares(4) Québec, Canada	Executive Vice-President, Chief Operating Officer and Director	August 1998	Mr. Wares was President and Chief Executive Officer of Osisko from August 1998 to March 2006 and has been Executive Vice-President and Chief Operating Officer of the Corporation since March 2006. Mr. Wares is currently a director of Augusta Resource Corporation, Bowmore Exploration Ltd., and Wildcat Silver Corporation.
John Burzynski Ontario, Canada	Vice-President, Corporate Development	June 2003	Mr. Burzynski was the Chief Geological Consultant and Vice-President Exploration for Osisko from June 2003 to March 2006 and has been Vice-President, Corporate Development of Osisko since March 2006.
Sergio Cattalani Québec, Canada	Vice-President, Exploration	April 2009	Mr. Cattalani is the Vice-President, Exploration of Osisko since April 2009. Before joining Osisko, he was a senior geologist working on exploration and development projects. In 2008, Mr. Cattalani worked for Hecla Limited as part of the Project Generation Group with focus on Argentina, Peru and Alaska. Prior to that, he was Senior Geologist with Inco and Vale-Inco as part of their Technical Services Group working on project generation and evaluation and project development worldwide, with recent focus on Brazil (IOCG), China and Australia (NiS), Turkey, Indonesia and North America (VMS, epithermal deposits).

Name, Province and Country of Residence	Positions held in the Corporation	Director or Officer Since	Principal Occupation during the five preceding years
Bryan A. Coates Québec, Canada	Vice President Finance and Chief Financial Officer	May 2007	Mr. Coates is the Vice-President Finance and Chief Financial Officer of the Corporation. Prior to joining the executive team of the Corporation, Mr. Coates was Vice-President Finance and Chief Financial Officer of Cambior Inc. from July 2001 until November 2006 and of IAMGOLD Corporation from November 2006 until February 2007. Mr. Coates is currently a director of Semafo Inc. and U308 Corp.
Jean-Sébastien David Québec, Canada	Vice-President Sustainable Development	October 2007	Mr. David is the Vice-President Sustainable Development of Osisko. From May 2006 until September 2007, Mr. David was General Manager Sustainable Development with Cambior Inc. and with IAMGOLD Corporation following its acquisition of Cambior Inc. He was previously with Louisiana Pacific from August 2000 until May 2006.
André Le Bel Québec, Canada	Vice-President Legal Affairs and Corporate Secretary	November 2007	Mr. Le Bel is the Vice-President Legal Affairs and Corporate Secretary of Osisko since November 2007. Previously, he was Senior Legal Counsel for Cambior Inc. since July 1997 and was promoted to Vice-President Legal Affairs of IAMGOLD Corporation following its acquisition of Cambior Inc.
Luc Lessard Québec, Canada	Vice-President Engineering and Construction	October 2007	Mr. Lessard is the Vice-President Engineering and Construction of Osisko. From January 2000 to November 2006, Mr. Lessard was General Manager, Project and Construction for Cambior Inc. and, following the acquisition of Cambior Inc. by IAMGOLD Corporation in November 2006 until September 2007, he was Vice-President Engineering and Construction of IAMGOLD Corporation.
Robert Mailhot Québec, Canada	Vice-President, Human Resources	May 2009	Mr. Mailhot is the Vice-President, Human Resources of Osisko since May 2009. Prior to joining Osisko he was general manager of industrial relations for Télébec-NorthernTel from may 2002 to april 2009.

(1) Members of the Audit Committee

(2) Members of the Compensation Committee

(3) Members of the Governance / Nomination Committee

(4) Members of the Environment, Health and Safety Committee

The directors will hold their office until the close of the next annual meeting of the shareholders of the Corporation.

As of March 25, 2010, the directors and officers hold, directly, 5,130,749 common shares representing 1.53% of all the issued and outstanding shares of the Corporation.

To the Corporation’s knowledge, no director or executive officer of the Corporation is, as at the date of this Annual Information Form, or was, within 10 years before the date of the Annual Information Form, a director, chief executive officer or chief financial officer of any company that, (i) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, state the fact and describe the basis on which the order was made and whether the order is still in effect, to the exception of Robert Wares who was a director of Wildcat Silver Corporation when it received notice from the British Columbia Securities Commission of the issuance of a management cease trade order on October 30, 2007 in connection with the late filing of its annual audited consolidated financial statements for the fiscal year ending June 30, 2007. The management cease trade order was revoked on January 8, 2008.

To the Corporation’s knowledge, no director or executive officer of the Corporation or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is, as at the date of this Annual Information Form, or has been within 10 years before the date of the Annual Information Form, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

In addition, to the knowledge of the Corporation, no director or executive officer of the Corporation or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation has, within the 10 years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Furthermore, to the knowledge of the Corporation, no director or executive officer of the Corporation or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

The Corporation’s directors and officers may serve as directors or officers of other resource companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Corporation may participate, the directors of the Corporation may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.

In the event that such a conflict of interest arises at any meeting of the Corporation’s directors, a director who has such a conflict will be required to disclose its interests and abstain from voting for or against the approval of such participation or such terms. From time to time, several companies may participate in the

acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular corporation will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the Corporation making the assignment. The directors of the Corporation are required to act honestly, in good faith and in the best interests of the Corporation. In determining whether or not the Corporation will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Corporation may be exposed and its financial position at that time.

The Corporation is not party to any material legal proceedings and is not aware of any imminent legal proceedings.

No director, executive officer or principal shareholder of the Corporation, or associate or affiliate of any of the foregoing, has had any material interest, direct or indirect, in any transaction within the preceding three years or in any proposed transaction that has materially affected or will materially affect the Corporation or any subsidiary of the Corporation.

Related party transactions occurred in the normal course of business and were considered non material by the Corporation.

The auditors of the Corporation are PricewaterhouseCoopers LLP, 1250 René-Lévesque Boulevard West, Suite 2800, Montreal, Québec H3B 2G4.

The transfer agent and registrar of the Corporation is CIBC Mellon Trust Corporation, 2001 University, Suite 1600, Montreal, Québec, H3A 2A6.

Except for the agreements listed below, the Corporation has not entered into any material contract, other than in the ordinary course of business:

· Underwriting Agreement dated February 9, 2009, between the Corporation and Thomas Weisel Partners Canada Inc., BMO Nesbitt Burns Inc., Dundee Securities Corporation, RBC Dominion Securities Inc., National Bank Financial Inc., Paradigm Capital Inc., Canaccord Capital Corporation, TD Securities Inc. and PI Financial Corp. in connection with the Offering; and

· Warrant Indenture dated February 25, 2009 between the Corporation and CIBC Mellon Trust Corporation in connection with the Offering.

· Underwriting Agreement dated August 18, between the Corporation and Thomas Weisel Partners Canada Inc., BMO Nesbitt Burns Inc., Dundee Securities Corporation, in connection with the financing concluded on September 1st, 2009.

· Financing agreement dated September 24, 2009, between Osisko and CPPIB, a wholly owned subsidiary of the CPP Investment Board in connection with a $150 million financing available to Osisko in two tranches.

· Subscription agreement dated August 20, 2009 between Osisko and SGF in connection with a $75 million financing by way of senior non-guaranteed debenture, convertible at the discretion of the SGF into Osisko shares at a price of $9.18 per share.

· Support agreement dated March 21, 2010 between the Corporation and Brett pursuant to which Osisko will offer to acquire all of the issued and outstanding common shares of Brett.

The following persons have prepared or certified reports included in a filing made under National Instrument 51-102 — Continuous Disclosure Obligations or in Québec, Regulation 51-102 respecting Continuous Disclosure Obligations during the Corporation’s most recently completed financial year:

Richard Gowans, P.Eng.	PricewaterhouseCoopers LLP
MICON International Limited	1250 René-Lévesque Boulevard, Suite 2800
Suite 900, 390 Bay Street	Montreal, Québec, Canada
Toronto, Ontario, Canada

David Runnels, Eng.	Louis-Pierre Gignac, Eng.
BBA Inc.	G Mining Services Inc.
630, boulevard René-Levesque Ouest, Suite 2500	8250 Racine Brossard, Québec, Canada
Montreal, Québec, Canada

B. Terrence Hennessey, P.Geo.	André-Martin Bouchard. P. Eng.
MICON International Limited	Genivar Limited Partnership
Suite 900, 390 Bay Street	1600, boulevard René-Levesque, 16th floor
Toronto, Ontario, Canada	Montreal, Québec, Canada

Elzéar Belzile, Eng.	Michel R. Julien, Eng., Ph.D.
Belzile Solutions Inc.	Golder Associates Limited
399, Montée du Sourire,	9200, boulevard de l’Acadie
Rouyn-Noranda, Québec, Canada	Montreal, Québec, Canada

Information of a scientific or technical nature regarding the Canadian Malartic Property is included in this Annual Information Form based upon the Canadian Malartic Report and the Canadian Malartic Updated Report. BBA, MICON, Belzile Solutions, G Mining, Genivar, Golder and each of the authors and of the

Canadian Malartic Report and the Canadian Malartic Updated Report are independent of Osisko within the meaning of NI 43-101 and do not have an interest in the Canadian Malartic Property. Information of a scientific or technical nature regarding the Canadian Malartic Property or the South Barnat Deposit which has arisen since the Canadian Malartic Report or the Canadian Malartic Updated Report has been prepared under the supervision of Robert Wares, P. Geol., who is a qualified person within the meaning of NI 43-101 and is an officer and director of Osisko. As at the date hereof, Mr. Wares beneficially owns 1,746,500 common shares (representing 0.5% of the outstanding common shares) and options to acquire 650,000 common shares of Osisko.

PricewaterhouseCoopers LLP, Chartered Accountants are independent in accordance with auditor’s rules of professional conduct of the Ordre des comptables agréés du Québec.

The purpose of the Audit Committee of the Corporation’s Board of Directors is to provide assistance to Board of Directors of the Corporation in fulfilling its legal and fiduciary obligations with respect to matters involving accounting, auditing, financial reporting, internal control and legal compliance functions of the Corporation. It is the objective of the Audit Committee to maintain communication among the Board of Directors of the Corporation, the external auditor and the senior management of the Corporation. The full text of the Charter of the Audit Committee is included as Schedule “A” to this Annual Information Form.

Name	Independent	Financially Literate
Victor Bradley	Yes	Yes
Staph Leavenworth Bakali	Yes	Yes
André J. Douchane	Yes	Yes

The Audit Committee is currently comprised of three directors, all of whom are independent under National Instrument 52-110 Audit Committees or in Québec, Regulation 52-110 respecting Audit Committees.

All three members of the Audit Committee as it was constituted on December 31, 2009 have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issued that can be reasonably be expected to be raised by the Corporation’s financial statements.

The following sets out the education and experience of the members of the Audit Committee as it is constituted presently.

Mr. Bradley is a Chartered Accountant with over forty years experience in the minerals industry. His experience includes 15 years with Cominco Ltd., where he held a wide variety of financial positions including Controller. Mr. Bradley founded and was lead Director of Yamana Gold Inc., a Toronto-based mining company. Over the last five years Mr. Bradley was a director of mining companies including AIM

Resources Limited, Aura Minerals Inc., Castillian Resources Corp., Frontier Pacific Mining Corporation, Meridian Gold Inc., Nevoro Inc. and Nortec Ventures Corp.

Mr. Leavenworth Bakali has a Master’s degree in Management from the University of London (London Business School) and over twenty years of international business experience, primarily in the biotechnology sector. His experience includes five years in senior management with publicly traded companies. Mr. Bakali is the President and CEO of Genocea Biosciences, and Chairman of LeapFrog Investment LLP, a company active in the financial services sector. He was the Chief Operating Officer of ID Biomedical Corporation from February 2004 until April 2006 and was the Chief Operating Officer of Powderject Pharma from January 2001 until February 2004. Mr. Bakali is also a non executive director of Intercell A.G. and a director of Phoqus Pharmaceuticals Limited.

Mr. Douchane has over thirty five years of experience in the mining industry at all levels. Mr. Douchane is a holder of a B.S. in Mining Engineering from the New Mexico Institute of Mining and Technology. He also completed the Executive Business Program at the Kellogg School of Business. Mr. Douchane is currently President and Chief Executive Officer of Starfield Resources Inc., an issuer listed on the TSX. Mr. Douchane is also currently Chairman of the Board of North American Palladium Ltd. He was President and Chief Executive Officer of North American Palladium Ltd. from April 2003 until December 2005. Prior to April 2003, he was Vice-President Operations of Franco Nevada.

The fees charged to the Corporation by its external auditor in each of the last two fiscal years are as follows:

	2009 Fiscal Year ($)	2008 Fiscal Year ($)
Audit Fees	117,000	70,355
Audit Related Fees	170,655	42,000
Tax Fees	34,350	137,525
Total	322,005	249,880

Additional information about Osisko Mining Corporation is available through regular filings of documentation that can be found on the SEDAR website at www.sedar.com or on the Corporation’s website at www.osisko.com.

Additional financial information about the Corporation is provided in the audited consolidated financial statements, the notes thereto and the report of the Corporation’s auditor thereon, as well as Management’s Discussion and Analysis for the fiscal year ended December 31, 2009.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal shareholders and securities authorized for issuance under equity compensation plans is contained in the Corporation’s management proxy circular for its most recent annual meeting of shareholders.

Copies of these documents, together with copies of this Annual Information Form and copies of any documents or the pertinent pages of any documents referred to in this Annual Information Form, are available upon request to the Corporation’s Corporate Secretary at 1100 de la Gauchetière Street West, Suite 300, Montreal, Québec, H3B 2S2, provided that the Corporation may require payment of a reasonable charge if the request is made by a person who is not a security holder of the Corporation.

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

OSISKO MINING CORPORATION

I. PURPOSES OF THE AUDIT COMMITTEE

The purposes of the Audit Committee are to assist the Board of Directors:

1. in its oversight of the Company’s accounting and financial reporting principles and policies and internal audit controls and procedures;

2. in its oversight of the integrity and transparency of the Company’s financial statements and the independent audit thereof;

3. in selecting, evaluating and, where deemed appropriate, replacing the external auditors;

4. in evaluating the independence of the external auditors;

5. in its oversight of the Company’s risk identification, assessment and management program; and

6. in the Company’s compliance with legal and regulatory requirements in respect of the above.

The function of the Audit Committee is to provide independent and objective oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The external auditors are responsible for planning and carrying out a proper audit of the Company’s annual financial statements and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing including in respect of auditor independence. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and external to the Company from which it receives information, (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors) and (iii) representations made by management as to non-audit services provided by the auditors to the Company.

The external auditors are ultimately accountable to the Board of Directors and the Audit Committee as representatives of shareholders. The Board of Directors, with the assistance of the Audit Committee, has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the external auditors.

The external auditors shall submit annually to the Company and the Audit Committee, as representatives of the shareholders of the Company, a formal written statement delineating all relationships between the external auditors and the Company (“Statement as to Independence”).

The external auditors shall submit annually to the Company and the Audit Committee a formal written statement of the fees billed in compliance with the disclosure requirements of Form 52-110F1 of National Instrument 52-110.

II. COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee shall be comprised of three or more independent directors as defined under applicable legislation and stock exchange rules and guidelines and are appointed by the Board of Directors. Determination as to whether a particular director satisfies the requirements for membership on the Audit Committee shall be made by the Board of Directors.

All members of the Committee shall be financially literate (able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements), and at least one member of the Committee shall have accounting or related financial expertise or sophistication as such qualifications are interpreted by the Board of Directors in light of applicable laws and stock exchange rules. The later criteria may be satisfied by past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer of an entity with financial oversight responsibilities.

III. MEETINGS, STRUCTURE AND OPERATIONS OF THE AUDIT COMMITTEE

The Audit Committee shall meet at least four times annually or more frequently if circumstances dictate, to discuss with management the annual audited financial statements and quarterly financial statements, and all other related matters. The Audit Committee may request any officer or employee of the Company or the Company’s external counsel or external auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.

Proceedings and meetings of the Audit Committee are governed by the provisions of General By-law no. 2005-1 relating to the regulation of the meetings and proceedings of the Board of Directors as they are applicable and not inconsistent with this Charter and the other provisions adopted by the Board of Directors in regards to committee composition and organization.

IV. DUTIES AND POWERS OF THE AUDIT COMMITTEE

To carry out its purposes, the Audit Committee shall have unrestricted access to information and shall have the following duties and powers:

1. with respect to the external auditor,

(i) to review and assess, annually, the performance of the external auditors, and recommend to the Board of Directors the nomination of the external auditors for appointment by the shareholders, or if required, the revocation of appointment of the external auditors;

(ii) to review and approve the fees charged by the external auditors for audit services;

(iii) to review and pre-approve all services other than audit services to be provided by the Company’s external auditors to the Company or to its subsidiaries, and associated fees and to ensure that such services will not have an impact on the auditor’s independence. The Audit Committee may delegate such authority to one or more of its members, which member(s) shall report thereon to the committee;

(iv) to ensure that the external auditors prepare and deliver annually a Statement as to Independence (it being understood that the external auditors are responsible for the accuracy and completeness of such statement), to discuss with the external auditors any relationships or services disclosed in the Statement as to Independence that may impact the objectivity and independence of the Company’s external auditors and to recommend that the Board of Directors take appropriate action in response to the Statement as to Independence to satisfy itself of the external auditors’ independence;

(v) to instruct the external auditors that the external auditors are ultimately accountable to the Audit Committee and the Board of Directors, as representatives of the shareholders; and

2. with respect to financial reporting principles and policies and internal controls,

(i) to advise management that they are expected to provide to the Audit Committee a timely analysis of significant financial reporting issues and practices;

(ii) to ensure that the external auditors prepare and deliver annually a detailed report covering 1) critical accounting policies and practices to be used; 2) material alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; 3) other material written communications between the external auditors and management such as any management letter or schedule of unadjusted differences; and 4) such other aspects as may be required by the Audit Committee or legal or regulatory requirements;

(iii) to consider any reports or communications (and management’s responses thereto) submitted to the Audit Committee by the external auditors, including reports and communications related to:

· deficiencies noted following the audit of the design and operation of internal controls;

· consideration of fraud in the audit of the financial statement;

· detection of illegal acts;

· the external auditors’ responsibilities under generally accepted auditing standards;

· significant accounting policies;

· management judgements and accounting estimates;

· adjustments arising from the audit;

· the responsibility of the external auditors for other information in documents containing audited financial statements;

· disagreements with management;

· consultation by management with other accountants;

· major issues discussed with management prior to retention of the external auditors;

· difficulties encountered with management in performing the audit;

· the external auditors judgements about the quality of the entity’s accounting principles; and

· reviews of interim financial information conducted by the external auditors;

(iv) to meet with management and external auditors:

· to discuss the scope of the annual audit;

· to discuss the audited financial statements, including the accompanying management’s discussion and analysis;

· to discuss the unaudited interim quarterly financial statements, including the accompanying management’s discussion and analysis;

· to discuss the appropriateness and quality of the Company’s accounting principles as applied in its financial reporting;

· to discuss any significant matters arising from any audit or report or communication referred to in item 2 (iii) above, whether raised by management or the external auditors, relating to the Company’s financial statements;

· to resolve disagreements between management and the external auditors regarding financial reporting;

· to review the form of opinion the external auditors propose to render to the Board of Directors and shareholders;

· to discuss significant changes to the Company’s auditing and accounting principles, policies, controls, procedures and practices proposed or contemplated by the external auditors or management, and the financial impact thereof;

· to review any non-routine correspondence with regulators or governmental agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies;

· to review, evaluate and monitor the Company’s risk management program including the revenue protection program. This function should include:

· risk assessment;

· quantification of exposure;

· risk mitigation measures; and

· risk reporting;

· to review the adequacy of the resources of the finance and accounting group, along with its development and succession plans;

(v) to discuss with the Chief Financial Officer any matters related to the financial affairs of the Company;

(vi) to discuss with the Company’s Vice President Legal Affairs and Corporate Secretary any significant legal matters that may have a material effect on the financial statements, the Company’s compliance policies, including material notices to or inquiries received from governmental agencies;

(vii) to review, and discuss with the Company’s Chief Executive Officer and Chief Financial Officer the procedure with respect to the certification of the Company’s financial statements pursuant to National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings and any other applicable law or stock exchange rule.

3. with respect to reporting and recommendations,

(i) to prepare/review any report or other disclosures to be included in the Company’s annual information form and management information circular;

(ii) to review and recommend to the Board of Directors for approval, the interim and audited annual financial statements of the Company, management’s discussion and analysis of the financial conditions and results of operations (MD&A) and the press releases related to those financial statements;

(iii) to review and recommend to the Board of Directors for approval, the annual report, management’s assessment on internal controls and any other like annual disclosure filings to be made by the Company under the requirements of securities laws or stock exchange rules applicable to the Company;

(iv) to review and reassess the adequacy of the procedures in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure referred to in paragraph 3(ii) above;

(v) to review this Charter at least annually and recommend any changes to the Board of Directors;

(vi) to review and reassess the adequacy of the Specific Code of Ethics governing Financial Reporting Officers at least annually or otherwise, as it deems appropriate, and propose recommended changes to the Board of Directors, and monitor compliance to said Code; and

(vii) to report its activities to the Board of Directors on a regular basis and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate;

4. to review, discuss with management, and approve all related party transactions;

5. to establish and reassess the adequacy of the procedures for the receipt and treatment of any complaint regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential anonymous submissions by employees of concerns regarding questionable accounting or auditing matters in accordance with applicable laws and regulations; and

6. set clear hiring policies regarding partners, employees and former partners and employees of the present and, as the case may be, former external auditor of the Company.

V. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE

The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, as it shall determine, including the authority to engage external auditors for

special audits, reviews and other procedures and to retain special counsel and other experts or consultants.

Adopted on:		February 21, 2008
Reviewed on:		February 15, 2010

EX-3.2 5 a2197935zex-3_2.htm EXHIBIT 3.2

Exhibit 3.2

OSISKO MINING CORPORATION

(the “Corporation”)

MANAGEMENT PROXY CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS

REGISTERED SHAREHOLDERS

You will have received a form of proxy from the Corporation’s transfer agent, CIBC Mellon Trust Company (“CIBC Mellon”). Complete, sign and mail your form of proxy in the postage prepaid envelope provided or fax it to the number indicated on the form.

NON-REGISTERED SHAREHOLDERS

Your common shares (the “Common Shares”) are held in the name of a nominee (securities broker, trustee or other financial institution). You will have received a request for voting instructions from your broker. Follow the instructions on your Voting Instruction Form to vote by telephone, Internet or fax, or complete, sign and mail the Voting Instruction Form in the postage prepaid envelope provided. To vote in person at the meeting, see the box on page 4 of the management proxy circular (the “Management Proxy Circular”).

PROXY VOTING

Who is soliciting my proxy?

The enclosed form of proxy is being solicited by the management of the Corporation in connection with the annual meeting of shareholders (the “Meeting”) and the associated costs will be borne by the Corporation. The solicitation of proxies will be primarily by mail, but may be by telephone or other personal contact by Directors of the Corporation, such Directors receiving no compensation therefore. In addition, the Corporation shall, upon request, reimburse brokerage firms and other custodians for their reasonable expenses in forwarding proxies and related material to beneficial owners of Common Shares of the Corporation.

How do I vote?

There are two ways you can vote your Common Shares if you are a registered shareholder. You may vote in person at the Meeting or you may sign the enclosed form of proxy appointing the named persons or some other person you choose, who need not be a shareholder, to represent you as proxyholder and vote your Common Shares at the Meeting. If your Common Shares are held in the name of a nominee, please see the box on page 4 for voting instructions.

What if I plan to attend the Meeting and vote in person?

If you are a registered shareholder and plan to attend the Meeting on June 30, 2009 and wish to vote your Common Shares in person at the Meeting, do not complete or return the form of proxy. Your vote will be taken and counted at the Meeting. Please register with the transfer agent, CIBC Mellon, upon arrival at the Meeting. If your Common Shares are held in the name of a nominee, please see the box on page 4 for voting instructions.

What am I voting on?

Shareholders will be asked to vote on the following matters:

1. the election of Directors to the Board of Directors of the Corporation for 2009;

2. the appointment of auditors for the Corporation for 2009 and on the authorization for the Directors to fix their remuneration; and

3. any such other business as may properly be brought before the Meeting or at any adjournment thereof.

(for further information, please refer to the heading “Agenda for Shareholders Meeting”.)

Other than as specifically discussed under the heading “Agenda for Shareholders Meeting”, no director or senior officer, past, present or nominated hereunder, or any associate or affiliate of such persons, or any person on behalf of whom this solicitation is made, has any interest, direct or indirect, in any matter to be acted upon at the Meeting, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.

What if I sign the form of proxy enclosed with this circular?

Signing the enclosed form of proxy gives authority to Victor Bradley or Sean Roosen, each of whom is a director of the Corporation, or to another person you have appointed, to vote your Common Shares at the Meeting.

Can I appoint someone other than these Directors to vote my Common Shares?

Yes. Write the name of this person, who need not be a shareholder, in the blank space provided in the form of proxy. It is important to ensure that any other person you appoint is attending the Meeting and is aware that he or she has been appointed to vote your Common Shares. Proxyholders should, upon arrival at the Meeting, present themselves to a representative of CIBC Mellon.

What do I do with my completed proxy?

Return it to the Corporation’s transfer agent, CIBC Mellon, at 2001 University Street, Suite 1600, Montréal, Québec, H3A 2A6, or by fax to (514) 285-3640 (within Canada and the United States), no later than 5:00 p.m. (Eastern Daylight Time) on Friday, June 26, 2009. This will ensure that your vote is recorded.

If I change my mind, can I take back my proxy once I have given it?

Yes. If you change your mind and wish to revoke your proxy, prepare a written statement to this effect. The statement must be signed by you or your attorney as authorized in writing or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney of the corporation duly authorized. This

statement must be delivered at the above-mentioned registered office of CIBC Mellon, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, and upon either of such deposits the proxy is revoked.

How will my Common Shares be voted if I give my proxy?

The persons named on the form of proxy must vote or refrain from voting your Common Shares, or must vote for or against the matters on the agenda, in accordance with your directions, or you can let your proxyholder decide for you. Where shareholders have not specified in the form of proxy the manner in which the designated proxy holders are required to vote the Common Shares represented thereby as to any matter to be voted on, such Common Shares will be voted on any ballot that may be called FOR or IN FAVOUR of such matter. Please refer to the heading “Agenda for Shareholders’ Meeting”.

What if amendments are made to these matters or if other matters are brought before the Meeting?

The persons named in the form of proxy will have discretionary authority with respect to amendments or variations to matters identified in the enclosed form of proxy and with respect to other matters which may properly come before the Meeting. As of the time of printing of this Management Proxy Circular, management of the Corporation knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the form of proxy will vote on them in accordance with their best judgment.

How many Common Shares are entitled to vote?

As of April 30, 2009, there are 257,366,294 Common Shares of the Corporation issued and outstanding, each of which is entitled to one vote at the Meeting. Only shareholders registered at the close of business on April 30, 2009 (the “Record Date”) are entitled to receive notice of and to vote at the Meeting unless after that date a shareholder of record transfers his shares and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he owns the shares, requests no later than 10 days before the Meeting that the transferee’s name be included on the list of shareholders entitled to vote, in which case such transferee is entitled to vote such shares at the Meeting.

To the knowledge of the management of the Corporation, as of April 30, 2009, only EurAsia Holding AG holds, in the Corporation’s registry, more than 10% of the issued Common Shares of the Corporation, representing 42,274,034 Common Shares (16.43%). Based on the information available on SEDAR, Goodman & Company, Investment Counsel Ltd. holds 42,234,789 common shares of the Corporation, representing 16.41% of the Corporation issued and outstanding common shares.

As of the date hereof, the Directors and Officers, as a group, own beneficially, directly, 5,269,715 Common Shares, representing 2.05% of the currently issued and outstanding Common Shares.

What if ownership of Common Shares has been transferred after April 30, 2009?

The person who acquired such Common Shares after April 30, 2009, must produce properly endorsed share certificates or otherwise establish that he or she owns the Common Shares and must ask the Corporation no later than 5:00 p.m. (Eastern Daylight Time) on June 19, 2009 that his or her name be included in the list of shareholders before the Meeting in order to be entitled to vote these Common Shares at the Meeting.

Who counts the votes?

The Corporation’s transfer agent, CIBC Mellon, counts and tabulates the proxies. This is done independently of the Corporation to preserve the confidentiality of individual shareholder votes. Proxies are referred to the Corporation only in cases where a shareholder clearly intends to communicate with management or when it is necessary to do so to meet the requirements of applicable law.

If I need to contact the transfer agent, how do I reach them?

For general shareholder enquiries, you can contact the transfer agent by mail at:

CIBC Mellon Trust Company

2001 University Street

Suite 1600

Montréal, Québec, Canada H3A 2A6

or by telephone:

within Canada and the United States at 1-514-285-3600

or by fax:

within Canada and the United States at 1-514-285-3640

If my Common Shares are not registered in my name but are held in the name of a nominee (a bank, trust Corporation, securities broker, trustee or other), how do I vote my Common Shares?

There are two ways you can vote your Common Shares held by your nominee. As required by Canadian securities legislation, you will have received from your nominee either a request for voting instructions or a form of proxy for the number of Common Shares you hold. For your shares to be voted for you, please follow the voting instructions provided by your nominee. Since the Corporation has limited access to the names of its non-registered shareholders, if you attend the Meeting, the Corporation may have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder. Therefore, if you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy and return same by following the instructions provided. Do not otherwise complete the form as your vote will be taken at the Meeting. Please register with the transfer agent, CIBC Mellon, upon arrival at the Meeting.

What is the final date to submit a shareholder proposal for the next Annual Meeting?

The final date for submitting shareholder proposals to the Corporation for the next annual meeting of the shareholders is February 12, 2010.

AGENDA FOR SHAREHOLDERS’ MEETING

1. Election of Directors

Shareholders will be asked to elect seven Directors to serve, subject to the Corporation’s by-laws, until the next annual meeting of shareholders or until their respective successors have been duly elected or appointed. It is the intention of the persons named in the accompanying form of proxy to vote at the Meeting for the election as Directors of the persons named below.

The following table sets forth certain information concerning the persons to be nominated for election as Directors of the Corporation, including their beneficial ownership of Common Shares as of April 30, 2009. Unless otherwise indicated, each nominee holds sole voting and investment power over his shares.

Name, Residence and Office Held	Director Since	Principal Occupation	Number and Percentage of Common Shares Beneficially Owned or Controlled
Sean Roosen Ontario, Canada President, Chief Executive Officer and Director	September 2003	President and Chief Executive Officer of the Corporation(5)	957,400 (0.37	(6) )%
Robert Wares (4) Québec, Canada Executive Vice President, Chief Operating Officer and Director	August 1998	Executive Vice President and Chief Operating Officer of the Corporation	2,016,150 (0.78	(7) )%
Victor Bradley (1) (2) Ontario, Canada Director and Chairman of the Board of Directors	November 2006	Chartered Accountant and Corporate Director	— (—	(8) )%
Norman Storm (2) (3) Jurmala, Latvia Director	October 2003	Chief Executive Officer of EurAsia Holding AG, principal shareholder of the Corporation	925,000 (0.36	(9) )%
Staph Leavenworth Bakali (1) (2) (3) London, United Kingdom Director	March 2006	President and CEO of Genocea Biosciences	100,000 (0.04	(10) )%
André J. Douchane (1) (4) Ontario, Canada Director	June 2007	President and Chief Executive Officer of Starfield Resources Inc.	— (—	(11) )%
Serge Vézina (3) (4) Québec, Canada Director	September 2007	Mining and Metallurgical Consultant	— (—	(12) )%

Notes:
(1)	Member of the Audit Committee.
(2)	Member of the Compensation Committee.
(3)	Member of the Governance / Nomination Committee.
(4)	Member of the Environment, Health and Safety Committee.
(5)	Mr. Roosen is also Chief Operating Officer of EurAsia Holding AG, principal shareholder of the Corporation.
(6)	Excludes 600,000 shares of the Corporation subject to options.
(7)	Excludes 750,000 shares of the Corporation subject to options.
(8)	Excludes 675,000 shares of the Corporation subject to options.
(9)	Excludes 65,000 shares of the Corporation subject to options.
(10)	Excludes 75,000 shares of the Corporation subject to options.
(11)	Excludes 650,000 shares of the Corporation subject to options.
(12)	Excludes 675,000 shares of the Corporation subject to options.

Each nominee as Director supplied the information concerning the number of Common Shares over which he exercises control or direction.

All of the proposed nominees were elected to his present term of office by the shareholders of the Corporation at a meeting in respect of which the Corporation circulated to shareholders a management proxy circular.

As of April 30, 2009, the Directors and Officers, as a group, own beneficially, directly, 5,269,715 Common Shares, representing 2.05% of the currently issued and outstanding Common Shares excluding 6,906,667 Common Shares subject to option. The information as to Common Shares

beneficially owned or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by the respective Directors and officers individually.

To the knowledge of the Corporation no proposed director of the Corporation is, or has been within 10 years before the date of this management proxy circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

i) was subject to a cease trade order or similar order to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or

ii) was subject to an order issued after a proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

iii) while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

to the exception of Robert Wares who was a director of Wildcat Silver Corporation when it received notice from the British Columbia Securities Commission of the issuance of a management cease trade order on October 30, 2007 in connection with the late filing of its annual audited consolidated financial statements for the fiscal year ending June 30, 2007. The management cease trade order was revoked on January 8, 2008.

To the knowledge of the Corporation, no proposed director of the Corporation has, within the 10 years before the date of this management proxy circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Furthermore, to the knowledge of the Corporation, no proposed director of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

Unless such authority is withheld, the persons named in the enclosed proxy form intend to vote at the Meeting on the election of these Directors. The proposal requires the approval of a majority of the votes cast at the Meeting.

2. Appointment of Auditors

The shareholders of the Corporation are asked to vote for the appointment of PricewaterhouseCoopers LLP (“PWC”), as auditors of the Corporation for the financial year ending December 31, 2009 and to authorize the Directors to establish their remuneration. PWC were initially appointed on March 12, 2007 in replacement of Villeneuve & Venne, Chartered Accountants to conduct the Audit of the fiscal year ended December 31, 2006.

Unless the form of proxy states otherwise, or if the right to vote is not exercised for the appointment of the auditors, the persons named in the enclosed form of proxy intend to vote at the Meeting on the re-appointment of PricewaterhouseCoopers, LLP, Chartered Accountants, as auditors of the Corporation and to authorize the Directors to fix their remuneration. The proposal requires the approval of a majority of the votes cast at the Meeting.

3. Other Matters

The management of the Corporation knows of no other matters to come before the Meeting other than those referred to in the notice of meeting. Should any other matters properly come before the Meeting, the shares represented by the form of proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting by proxy.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Objectives of Compensation Program and Compensation Philosophy

The Corporation’s compensation philosophy establishes the foundation for its compensation program. As a statement of policy, it;

· Supports the Corporation’s business strategies and desired organizational culture;

· States its desired competitive position and mix of compensation elements; and

· Is responsible to the Corporation’s objectives and employees wants and needs.

The goal of the Corporation’s executive compensation program is to attract, retain and motivate high quality executives and to encourage them to meet shareholders’ expectations by preserving and growing the business. The compensation program is designed to communicate and focus the executives on critical business issues which ultimately increase long-term shareholder value.

The Corporation’s executives shall share in the financial results of the Corporation. The extent to which an executive will share in the Corporation’s success will be dependent upon his position, responsibility and overall impact. Total pay will also reflect both the shared efforts of the leader ship team and the Corporation’s success through the use of short and long term incentives.

The Corporation’s executive compensation program adequately achieve the desired goal by offering the executives a competitive cash-based remuneration package comprised of base salary and annual short term incentives as well as offering the executives the opportunity to share the Corporation’s growth through stock options.

Composition of the Compensation Committee and review Process

The Compensation Committee of the Board considers and approves compensation, remuneration and incentive arrangements for Directors, senior officers of the Corporation. The members of the Compensation Committee are Messrs. Victor Bradley, Staph Bakali and Norman Storm. Mr. Bakali is Chairman of the Compensation Committee. None of the Compensation Committee members had any interest in material transactions involving the Corporation nor was any member of the Compensation Committee indebted to the Corporation, nor was, at any time, an officer or employee of the Corporation or any of its subsidiaries.

The Compensation Committee establishes senior officer compensation, determines the general compensation structure, policies and programs of the Corporation, including the extent and level of participation in incentive programs in conjunction with the Board, evaluates the performance of the Chief Executive Officer and delivers an annual report to the shareholders on executive compensation. The Compensation Committee has also been mandated to review the adequacy and form of the compensation of Directors and to ensure that such compensation realistically reflects the responsibilities and risk involved in being an effective director.

The Compensation Committee is composed entirely of independent Directors and meets at least twice a year to receive information on and determine matters regarding executive compensation in accordance with policies approved by the Board.

The Committee reviews the base salary of senior officers, including the Named Executive Officers, on an annual basis. The base salaries of senior officers are established with reference to their responsibilities, experience, specific competencies and performance of the Corporation. Current salaries are generally equivalent to the targeted competitive positions.

Elements of Executive Compensation

The compensation awarded to Named Executive Officers, is comprised of the following four elements in order to reflect the philosophy and achieve the goals established by the Corporation’s executive compensation program.

The base salary is established with reference to the position, responsibility experience and overall impact of the executive officer. The Compensation Committee review such base salaries annually in order to ensure that they remain competitive compared to, among other things, the Corporation’s peer group (which included as of the last review performed in May 2008 Agnico-Eagles Mines Ltd., Iamgold Corporation, Miramar Mining Corporation, European Goldfields Ltd., Novagold Resources Inc., Gammon Gold Inc., Shore Gold Inc., Jaguar Mining Inc. Alamos Gold Inc., Aurizon Mines Ltd. and Crystallex International Corporation).

The Corporation provides a cash-based annual incentive compensation to officers, including the Named Executive Officers. Cash bonuses are based on the achievement of financial and non-financial performance objectives that are established annually by the Compensation Committee based on recommendations by the Chief Executive Officer. Part of the annual incentive amount payable to each executive is based upon the achievement of such performance targets or objectives. For the financial year 2008, the Compensation Committee considered the following achievements:

Resource and Feasibility

· Filing of a positive NI 43-101 Preliminary Assessment report with respect to the Corporation’s Canadian Malartic project in March 2008;

· Filing of a new NI 43-101 compliant resource update in September 2008 showing a 92% conversion from Inferred Resource to Measured and Indicated Resource category;

· Filing of a positive Final Feasibility Study (“Feasibility Study”) on the Canadian Malartic project showing a 5% discount value of 1 billion dollars,

· Defining of a NI 43-101 compliant 6.3 million ounces in Proven and Probable reserves, 1.4 million ounces in Measured and Indicated Resource, 0.72 million ounces in inferred Resource category for total resource of 8.4 million ounces and a similar amount of silver;

· Filing of a NI 43-101 compliant Inferred resource for South Barnat published at the end of January 2009;

Permitting

· Environmental Impact Assessment (“EIA”) study filed in September 2008;

· Tailings pond framework agreement concluded with the Government of Québec;

· Obtaining of all permits for the development of the 160 residential lots in the new sector of the Town of Malartic;

· Obtaining of all permits for the construction of 3 institutional building;

Government Relations

· The Government of Québec has received presentations on all aspects of the project at all levels of government which created awareness of the positive impacts of the project;

Work Executed

· Over 237,000 meters of NQ core drilling was completed;

· All borrow pits and roads prepared and are ready for mine construction;

· All geotechnical and hydro geological field studies completed;

· All EIA and Feasibility Study component studies completed;

Relocation

· 77 houses purchased by the Corporation in 2008;

· 60 homes moved to new lots;

· 190 fully serviced residential lots;

· 3 new holes constructed to complete the relocation of the golf course;

· 6 multi-units housing (quadruplex) completed;

· Initiated construction of an elementary school having a capacity of 415 students;

· Initiated construction of Adult training center underway;

· Initiated construction of Daycare;

· Subsidized senior home in final design

· Community center in final design;

· Elderly long-term care facility in final design;

Funds Raised 2008

A total of $142 million dollars raised in 2008 including:

· $20 million dollars unsecured loan through the Convertible Loan Agreement from Fund QFL in May 2008;

· Commitment of approximately U.S. $83 million through the Master Funding and Lease Agreement with Caterpillar Financial Services Limited completed in June 2008;

· $12.25 million dollars in flow through financing issued in September 2008;

Awards Received

· Prospector of the Year award at Prospectors and Developers Association of Canada (“PDAC”);

· Québec E3 award for Environmental excellence in exploration;

· Social and Economic development award for the Abitibi Region;

Corporate Profile and Equity Activities

· Negotiation underway with several institutions on financing proposals that will contribute to the overall project finance package;

· Over 80 million shares trading in 2008 showing significant increase in volumes and liquidity in the stock;

· Increase coverage of the Corporation by financial analysts;

· Over 200 members of the investment community have visited the Canadian Malartic project; and

· Senior executives have made over 300 presentations to the investment community.

The Committee is committed to tying executive compensation to both corporate results and individual performance. Thus, the balance of incentive compensation rewards individual performance and other significant contributions or achievements that relate directly to the areas of operations for which the individual is responsible. Each year the Committee approves the performance objectives or targets at the beginning of the year. The Board of Directors, upon recommendation of the Committee, approves the final bonus awards.

The Stock Option Plan serves as a long-term incentive plan, pursuant to which stock options may be granted to senior officers of the Corporation, including the Named Executive Officers, Directors of the Corporation and any key employee of the Corporation designated as such by the Board of Directors. This component of compensation is a major component of total compensation for senior officers and is intended to retain the services of valued employees, motivate them to take actions that enhance shareholder value and align their interests with those of the shareholders.

The Board of Directors, upon recommendation from the Committee, manages the Stock Option Plan with full authority and considers option grants annually. The number of options granted each year is recommended by the President and Chief Executive Officer, to the Committee, other than for himself, based on his assessment of the performance or contribution of each individual. The Committee in turn, makes recommendations to the Board of Directors. The Board of Directors may take into consideration the number and term of options previously granted when making the decision to grant additional options.

The Corporation also offers employee benefits which include health and life insurance benefits and a share purchase plan. These benefits plans are offered to executive and salaried employees of the Corporation. The Corporation offers no pension plan to any of its senior executives or employees.

Report on Executive Compensation

The Compensation Committee meets at least twice a year to receive information on and determine matters regarding executive compensation in accordance with policies approved by the Board of Directors. The Compensation Committee met three times during the year ending December 31, 2008.

Summary Compensation Table

The following table sets forth information concerning the compensation paid to the Corporation’s President and Chief Executive Officer, Chief Financial Officer and named executive officers (the “Named Executive Officers”) as required to be disclosed in accordance with applicable securities regulations during the Corporation’s financial year ended December 31, 2008:

“Name Executive Officers” or “NEOs” means the following individuals:

Such information includes the following: the salary earned, the bonus, any other compensation, including the specific benefits and other personal benefits, the options granted under the stock option plan of the Corporation (the “Stock Option Plan”) and any other compensation which is not disclosed elsewhere.

As at December 31, 2008, the end of the most recently completed financial year of the Corporation, the Corporation had five Named Executive Officers, whose names and positions held within the Corporation are set out in the summary compensation table below.

Summary Compensation Table

					Non-Equity Incentive Plan Compensation ($)
Name and Principal Position	Year	Salary ($)	Share-Based Awards ($)	Option-Based Awards (3) ($)	Annual Incentive Plan	Long- Term Incentive Plan	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
Sean Roosen(1) President and Chief Executive Officer	2008	495,000	—	372,000	495,000	—	—	—	1,362,000
Robert Wares Executive Vice President and Chief Operating Officer	2008	420,000	—	325,500	420,000	—	—	—	1,165,500
John Burzynski(2) Vice President of Corporate Development	2008	400,000	—	325,500	400,000	—	—	—	1,125,000
Bryan A. Coates Vice President, Finance and Chief Financial Officer	2008	410,000	—	372,000	410,000	—	—	—	1,192,000
Luc Lessard Vice President, Engineering and Construction	2008	296,250	—	186,000	325,875	—	—	—	622,311

Notes:
(1)	Mr. Roosen is also Chief Operating Officer of EurAsia Holding AG, principal shareholder of the Corporation.
(2)	Mr. Burzynski is also the Vice President, Corporate Development of EurAsia Holding AG, principal shareholder of the Corporation.
(3)	Based on the grant date fair value of stock options under the Stock Option Plan. Specifically a Black-Scholes option pricing model was used with the following assumptions determined on the date of grant: risk free interest of 3%, expected average life of 3 years, expected volatility of 60% and excepted dividend yield of 0%.

Incentive Plan Awards

The table below sets forth a summary of all awards outstanding at the end of the financial year ended December 31, 2008. Closing price of the common shares of the Corporation on the TSX as of December 31, 2008 was $3.64.

Outstanding Share-Based Awards and Option-Based Awards

	Option-Based Awards				Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In- the-Money Options ($)	Number of Shares or Units of Shares that have not Vested (#)	Market or Payout Value of Share-Based Awards that have not Vested ($)
Sean Roosen President and Chief Executive Officer	200,000 400,000	3.125 2.200	02/11/2009 09/09/2013	103,000 576,000	—	—
Robert Wares Executive Vice President and Chief Operating Officer	200,000 200,000 350,000	0.100 3.125 2.200	19/09/2009 02/11/2009 09/09/2013	708,000 103,000 504,000	—	—

	Option-Based Awards				Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In- the-Money Options ($)	Number of Shares or Units of Shares that have not Vested (#)	Market or Payout Value of Share-Based Awards that have not Vested ($)
John Burzynski Vice President of Corporate Development	200,000 350,000	3.125 2.200	02/11/2009 09/09/2013	103,000 504,000	—	—
Bryan A. Coates Vice President, Finance and Chief Financial Officer	1,000,000 400,000	5.325 2.200	01/05/2012 09/09/2013	— 576,000	—	—
Luc Lessard Vice President, Engineering and Construction	500,000 200,000	5.460 2.200	20/09/2012 09/09/2013	— 288,000	—	—

The following table discloses the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date and the aggregate value realized upon vesting of share-based awards.

Name	Option-Based Awards – Value Vested during the Year (1) ($)	Share-Based Awards – Value Vested during the year ($)	Non-Equity Incentive Plan Compensation – Value earned during the Year ($)
Sean Roosen President and Chief Executive Officer	—	—	—
Robert Wares Executive Vice President and Chief Operating Officer	—	—	—
John Burzynski Vice President of Corporate Development	—	—	—
Bryan A. Coates Vice President, Finance and Chief Financial Officer	—	—	—
Luc Lessard Vice President, Engineering and Construction	—	—	—

Notes:

(1)

Only one sixth (1/6) of the Options granted to the NEO in 2008 vested during said year; as this vesting was at the time of grant and because such grant was made at market price, the value vested during the year of the Option based award (i.e. the difference between the market price of a common share of the Corporation and the exercise price of an option times all vested options) was equal to $0 for all NEO.

Security-Based Compensation Arrangements

Stock options granted or securities issued by the Corporation pursuant to the Corporation’s security-based compensation arrangements are governed by one of the following plans: the Employee Share Purchase Plan and the Stock Option Plan.

The Employee Share Purchase Plan

The Employee Share Purchase Plan provides for the acquisition of Common Shares by Eligible Employees (as hereinafter defined) for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of employees of the Corporation and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Common Shares by

employees of the Corporation, it being generally recognized that employee due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

The Stock Option Plan

The purpose of the Stock Option Plan is to advance the interests of the Corporation by encouraging the Directors, officers, management, consultants and employees of the Corporation and its subsidiaries to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and its subsidiaries and furnishing them with additional incentive in their efforts on behalf of the Corporation and its subsidiaries.

Who is eligible to participate?

The Employee Share Purchase Plan

Participants in the Employee Share Purchase Plan are employees, including full-time and part-time salaried employees of the Corporation and of any affiliates of the Corporation designated by the Board of Directors of the Corporation or by the committee of the Board of Directors authorized to oversee the Employee Purchase Plan (the “Designated Affiliates”), who have provided services to the Corporation or to any Designated Affiliates for at least 60 days (the “Eligible Employees”). The committee of the Board of Directors authorized to oversee the Employee Purchase Plan may elect, in its absolute discretion, to waive such 60 day period or to determine that the Employee Purchase Plan does not apply to any Eligible Employee.

The Stock Option Plan

Pursuant to the Stock Option Plan, options may be granted in favour of Directors, officers, employees and consultants providing ongoing services to the Corporation.

What is the term and vesting schedule of stock options or of the securities issuable under the security-based compensation arrangements?

The Employee Share Purchase Plan

Under the Employee Share Purchase Plan, any Eligible Employee may elect to contribute money on an ongoing basis. The Corporation will deduct from the remuneration of the Eligible Employee the Eligible Employee Contribution in equal instalments starting on the first day of such quarter and held these amounts in trust for the Eligible Employee. As soon as practicable following March 31, June 30, September 30 and December 31 in each calendar year, the Corporation will credit the Eligible Employee with and therefore hold in trust for the Eligible Employee an amount equal to 60% of the Eligible Employee’s Contribution then held in trust by the Corporation and shall issue for the account of each Eligible Employee fully paid and non-assessable Common Shares equal in value to the aggregate contribution held in trust as of such date by the Corporation. The Corporation’s Contribution will vest on every January 31 of the calendar year following their issuance. No fraction of a Common Share shall be issued to the Eligible Employees, but any unused balance of the aggregate contribution shall be held in trust for the Eligible Employee until used in accordance with the Employee Share Purchase Plan.

Although the Share Purchase Plan was approved by the shareholders on May 8, 2008, it was only implemented by the Corporation as of January 1st, 2009.

The Stock Option Plan

The options granted under the Stock Option Plan, shall be exercised within a period of time fixed by the Board of Directors, not to exceed 10 years from the date the option is granted (the “Option Period”). The options shall vest and may be exercised during the Option Period in such manner as the Board of Directors may fix by resolution. The options which have vested may be exercised in whole or in part at any time and from time to time during the Option Period.

How many securities are authorized to be issued under the security-based compensation arrangements and what percentage of the Corporation’s shares outstanding do they represent?

The maximum of Common Shares made available for the Employee Share Purchase Plan shall not exceed 5% of the issued and outstanding Common Shares at all times.

The aggregate number of Common Shares to be delivered upon the exercise of all options granted under the Stock Option Plan shall not exceed the greater of 10% of the issued and outstanding Common Shares at the time of granting of options (on a non-diluted basis) or such other number as may be approved by the TSX and the shareholders of the Corporation from time to time.

The following table shows, as of December 31, 2008, aggregated information for the Corporation’s compensation plans under which equity securities of the Corporation are authorized for issuance from treasury.

Equity Compensation Plan Information

Plan Category	Number of Common Shares to be Issued Upon Exercise of Outstanding Options	Weighted Average Exercise Price of Outstanding Options	Number of Common Shares Remaining Available for Future Issuance Under the Equity Compensation Plans
Equity Compensation Plans of the Corporation approved by the shareholders	10,043,100	3.680	6,604,194
Equity Compensation Plans of the Corporation not approved by the shareholders	N/A	N/A	N/A
Total:	10,043,100	3.680	6,604,194

As at April 30, 2009, 9,235,701 Common Shares were issuable upon the exercise of outstanding options representing 3.59% of the issued and outstanding Common Shares. Such options were exercisable at exercise prices ranging from $0.10 to $5.61 per share and were due to expire up to April 2014.

During 2008, 375,000 options were granted to Directors of the Corporation under the Stock Option Plan. During 2008, 1,375,000 options were exercised by Directors of the Corporation under the Stock Option Plan. The foregoing figures take into account options granted or exercised by directors that are not Names Executive Officers of the Corporation.

What is the maximum percentage of securities available under the security-based compensation arrangements to Corporation’s insiders?

In order that the Stock Option Plan together with the Employee Share Purchase Plan comply with stock exchange rules, a provision was added to the Stock Option Plan and to the Employee Share Purchase Plan to provide that:

(a) The number of shares issuable to insiders, from time to time, under all security based compensation arrangements may not exceed 10% of the total number of issued and outstanding Common Shares; and

(b) The number of shares issued to insiders under all security based compensation arrangements during any one-year period may not exceed 10% of the total number of issued and outstanding Common Shares.

What is the maximum number of securities any one person is entitled to receive under the security-based compensation arrangements and what percentage of the Corporation’s outstanding capital does this represent?

The Employee Share Purchase Plan

The Eligible Employee’s Contribution shall be of a minimum of $100 a month but shall not exceed in any event 10% (unless otherwise provided by the committee authorized to oversee the Employee Purchase Plan) of the Eligible Employee’s basic annual remuneration (exclusive of any overtime pay, bonuses or allowances of any kind whatsoever) before deduction and shall be subject to a maximum contribution of $1,250 per month.

The Stock Option Plan

The number of shares subject to an option granted to a participant under the Stock Option Plan shall be determined in the resolution of the Board of Directors and no participant shall be granted an option which exceeds 5% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option.

How is the exercise price determined under the security-based compensation arrangements?

The Employee Share Purchase Plan

The Common Shares issued under the Employee Share Purchase Plan shall be issued at the weighted average closing price of the Corporation’s Common Share as listed on the TSX for the 20 consecutive trading days prior to the end of each applicable financial quarter of the Corporation.

The Stock Option Plan

The exercise price of the options granted under the Stock Option Plan will be established by the Board of Directors subject to the rules of the regulatory authorities having jurisdiction over the securities of the Corporation. The exercise price at the time of the grant of the options shall not be less than the closing market price of the Common Shares listed on the TSX on the day prior to their grant.

Under what circumstances is an individual no longer entitled to participate?

The Employee Share Purchase Plan

Under the Employee Share Purchase Plan, an Eligible Employee shall automatically ceased to be entitled to participate in the Employee Share Purchase Plan, upon termination of the employment of the Eligible Employee with or without cause by the Corporation or the Designated Affiliate or cessation of employment of the Eligible Employee with the Corporation or a Designated Affiliate as a result of resignation or otherwise other than retirement of the Eligible Employee after having attained a stipulated age in accordance with the Corporation’s normal retirement policy or earlier with the Corporation’s consent.

The Stock Option Plan

If a participant to the Stock Options Plan shall cease to be a director, officer, manager, consultant or employee of the Corporation or a subsidiary for any reason (other than disability, retirement with the consent of the Corporation or death) the options granted to such participant may be exercised in whole or in part by the participant during a period commencing on the date of such cessation and ending 90 days thereafter or on the expiry date, which ever comes first. If a participant to the Stock Option Plan shall cease to be a director, officer, manager, consultant or employee of the Corporation or a subsidiary by reason of disability or retirement with the consent of the Corporation, the options granted to such participant may be exercised in whole or in part by the participant, during a period commencing on the date of such termination and ending one year thereafter or on the expiry date, whichever comes first. In the event of the death of the participant, the options previously granted to such participant shall automatically vest and may be exercised in whole or in part by the legal person representative of the participant for a period of one year or until the expiry date, whichever comes first.

Can stock options or rights held pursuant to the security-based compensation arrangements be assigned or transferred?

All benefits, rights and options accruing to any participant in accordance with the terms and conditions of the Employee Share Purchase Plan and of the Stock Option Plan shall not be transferable unless under the laws of descent and distribution or pursuant to a will. All options and such benefits and rights may only be exercised by the participant or Eligible Employee.

How are the security-based compensation arrangements amended? Is shareholder approval required?

The Employee Share Purchase Plan

The committee authorized by the Board of Directors to oversee the Employee Share Purchase Plan has the following rights, without the approval of the shareholders of the Corporation:

(a) to suspend or terminate and to re-instate the Employee Share Purchase Plan;

(b) to make any amendment of a “housekeeping” nature, including, without limitation, amending the wording of any provision of the Employee Share Purchase Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Employee Share Purchase Plan that is inconsistent with any other

provision of the Employee Share Purchase Plan, correcting grammatical or typographical errors and amending the definitions contained in the Employee Share Purchase Plan;

(c) to make any amendment to comply with the rules, policies, instruments and notices of any regulatory authority to which the Corporation is subject, including the TSX, or to otherwise comply with any applicable law or regulation;

(d) to make any amendment to the vesting provisions of the Employee Share Purchase Plan;

(e) to make any amendment to the provisions concerning the effect of the termination of an Eligible Employee employment or services on such Eligible Employee’s status under the Employee Share Purchase Plan;

(f) to make any amendment to the categories of persons who are Eligible Employees;

(g) to make any amendment to the contribution mechanics of the Employee Share Purchase Plan; and

(h) to make any amendment respecting the administration or implementation of the Employee Share Purchase Plan.

The committee authorized by the Board of Directors to oversee the Employee Share Purchase Plan, may with the approval of the shareholders of the Corporation by ordinary resolution, make any other amendment to the Employee Share Purchase Plan not mentioned hereinabove, including, but not limited to change the number of Common Shares issuable from treasury under the Employee Share Purchase Plan, including an increase to the fixed maximum number of Common Shares or a change from a fixed maximum number of Common Shares to a fixed maximum percentage. Notwithstanding the foregoing, any amendment to the Employee Share Purchase Plan shall be subject to the receipt of all required regulatory approvals including, without limitation, the approval of the TSX.

The Stock Option Plan

The Board of Directors may, without the approval of the shareholders of the Corporation but subject to receipt of requisite approval from the TSX, in its sole discretion make the following amendments to the Stock Option Plan:

(a) any amendment of a housekeeping nature;

(b) a change to the vesting provisions of an option or the Stock Option Plan;

(c) a change to the termination provisions of an option or the Stock Option Plan which does not entail an extension beyond the original expiry date; and

(d) the addition of cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Stock Option Plan reserve.

The approval of the Board of Directors and the requisite approval from the TSX and the shareholders shall be required for any of the following amendments to be made to the Stock Option Plan:

(a) any amendment to the number of shares issuable under the Stock Option Plan, including an increase in the fixed maximum number of shares or a change from a fixed maximum number of shares to a fixed maximum percentage;

(b) a reduction in the option price (other than for standard anti-dilution purposes) held by or benefiting an insider;

(c) an increase in the maximum number of shares that may be issued to insiders within any one year period or that are issuable to insiders at any time;

(d) an extension of the term of an option held by or benefiting an insider;

(e) any change to the definition of “Participant” included in the Stock Option Plan which would have the potential of broadening or increasing insider participation;

(f) the addition of any form of financial assistance;

(g) any amendment to a financial assistance provision which is more favourable to optionees;

(h) the addition of a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Stock Option Plan reserve;

(i) the addition of a deferred or restricted share unit or any other provision which results in optionees receiving securities while no cash consideration is received by the Corporation; and

(j) any other amendments that may lead to significant or unreasonable dilution in the Corporation’s outstanding securities or may provide additional benefits to the participants of the Stock Option Plan, especially insiders, at the expense of the Corporation and its existing shareholders.

Were any amendments made to the security-based compensation arrangements in the last fiscal year?

The Corporation has adopted on April 7, 2008, an Employee Share Purchase Plan and a new Stock Option Plan replacing the then existing stock option plan. These security-based compensation arrangements were approved by the shareholders of the Corporation at the Annual and Special Meeting of Shareholders held on May 8, 2008.

Does the Corporation provide any financial assistance to participants to purchase shares under the security-based compensation arrangements?

Under the Employee Share Purchase Plan, the Corporation will contribute to the Eligible Employee Contribution an amount equal to 60% of the Eligible Employee’s Contribution cumulated at the end of each interim period of the Corporation.

There is no provision allowing financial assistance under the Stock Option Plan.

Are there any adjustment provisions under the security-based compensation arrangements?

The Employee Share Purchase Plan

Under the Employee Share Purchase Plan, if there is a change of control of the Corporation, the Board of Directors shall have the power to determine that any Common Shares held in trust for an Eligible Employee shall be immediately deliverable to the Eligible Employee, that the Corporation’s Contribution shall immediately be made and the Common Shares shall be issued for the then Aggregate Contribution based on the Current Market Value of the Common Shares on the date of the change of control prior to the completion of the transaction which results in the change of control and that such Common Shares shall be immediately delivered to the Eligible Employees. In addition, in the event there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the committee authorized by the Board to oversee the Employee Share Purchase Plan in the number of Common Shares available under the Employee Share Purchase Plan. If such an adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Employee Share Purchase Plan.

The Stock Option Plan

Under the Stock Option Plan, if there is a change of control of the Corporation, the Board of Directors shall have the power to accelerate the time at which an option may first be exercised or the time during which an option or any part thereof will become exercisable including, without limitation, prior to or in connection with such change of control.

Under the Stock Option Plan, in the event that the outstanding shares of the Corporation are changed into or exchange for a different number of kind of shares or other securities of the Corporation, or in the event that there is a reorganization, amalgamation, consolidation, subdivision, reclassification, dividend payable in capital stock or other change in capital stock of the Corporation, then each participant holding an option shall thereafter upon the exercise of the option granted to him, be entitled to receive, in lieu of the number of shares to which the participant was theretofore entitled upon such exercise, the kind and amount of shares or other securities or property which the participant would have been entitled to receive as a result of any such event if, on the effective date thereof, the participant had been the holder of the shares to which he was theretofore entitled upon such exercise.

In the event the Corporation proposes to amalgamate, merge or consolidate with any other Corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the shares of the Corporation or any part thereof shall be made to all holders of shares of the Corporation, the Corporation shall have the right, upon written notice thereof to each participant, to require the exercise of the option granted pursuant to the Stock Option Plan within the thirty (30) day period next following the date of such notice and to determine that upon such thirty (30) day period, all rights of the participant to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever.

Are there any blackout period provisions under the security-based compensation arrangements?

Under the Stock Option Plan, in the event that the term of an option expires during such period of time during which insiders are prohibited from trading in shares as provided by the Corporation’s insider trading policy, as it may be implemented and amended from time to time (the “Blackout Period”) or within 10 business days thereafter, the option shall expire on the date that is 10 business days following

the Blackout Period. Although the Blackout Period would only cover insiders of the Corporation, the extension would apply to all participants who have options which expire during the Blackout Period.

Pension Plan Benefits

The Corporation has not adopted any retirement plan, pension plan or deferred compensation plan.

Termination of Employment, Change in Responsibilities and Employment

In 2007, the Corporation has entered into employment agreements with its five Named Executive Officers as described below. Save for salary adjustments, the following employment agreements remained unchanged in 2008.

On January 2, 2007, the Corporation entered into employment agreements with Sean Roosen, as President and Chief Executive Officer, Robert Wares, as Executive Vice President and Chief Operating Officer and John Burzynski, as Vice President Corporate Development.

The agreements stipulate among other things, a base salary and provide that in the event that the employment is terminated without cause, Messrs Roosen ($495,000 in 2008), Wares ($420,000 in 2008) and Burzynski ($400,000 in 2008) will be entitled, respectively, to be paid twenty-four months’ salary and benefits. The agreements also provide for thirty-six months’ salary in the event of termination in relation to a change of control.

Effective as of May 1, 2007, the Corporation entered into an employment agreement with Bryan A. Coates, as Vice President Finance and Chief Financial Officer. The agreement stipulates among other things, a base salary ($410,000 in 2008) and provides that in the event that the employment is terminated without cause, Mr. Coates will be entitled to be paid twelve months’ salary and benefits. The agreement also provides for twenty-four months’ salary in the event of termination in relation to a change of control.

Effective as of October 1, 2007, the Corporation entered into an employment agreement with Luc Lessard, as Vice President, Engineering and Construction. The agreement stipulates among other things, a base salary ($315,000 in 2008) and provides that in the event that the employment is terminated without cause, Mr. Lessard will be entitled to be paid twelve months’ salary and benefits. The agreement also provides for twenty-four months’ salary in the event of termination in relation to a change of control.

Compensation of Directors

The following table provides a summary of the compensation received by each of the Directors of the Corporation during the financial year ended December 31, 2008.

Name	Fees Earned ($)	Share-Based Awards ($)	Option-Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
Staph Leavenworth Bakali	98,500	—	69,750	—	—	—	168,250
Victor Bradley	127,000	—	69,750	—	—	—	196,750
André J. Douchane	88,500	—	69,750	—	—	—	158,250
Norman Storm	51,500	—	69,750	—	—	—	121,250
Serge Vézina	82,500	—	69,750	—	—	—	152,250

Directors’ Meeting Attendance

The Board of Directors held 11 meetings in 2008. The Audit Committee held four meetings to review, among other things, the financial statements of the Corporation during 2008. The Compensation Committee, the Governance / Nomination Committee, the Environment, Health and Safety Committee and the Special Committee each meet at least twice in 2008, or more frequently as deemed necessary by each such Committee. Directors’ attendance at Board and Committee meetings is shown if the following table.

Name

Board Meetings

Committee Meetings

Total Board and
Committee Meetings
(#)

Total Board and
Committee Meetings
(%) (1)

Staph Leavenworth Bakali

9/11

17/17

26/28

Victor Bradley

11/11

17/17

28/28

100

André J. Douchane

9/11

15/15

24/26

Sean Roosen

11/11

N/A

11/11

100

Norman Storm

10/11

5/5

15/16

Serge Vézina

9/11

11/11

20/22

Robert Wares

11/11

3/3

14/14

100

Notes:

(1) Rounded to the nearest percent.

Shareholder Return Performance Graph

The following performance graph compares the cumulative total shareholder return for an investment of $100 in the Common Shares of the Corporation on December 31, 2003 against the cumulative shareholder return of the S&P/TSX Composite Index for the five most recently completed financial years of the Corporation, assuming the reinvestment of all dividends.

Comparison if Five Year Cumulative Total Shareholder Return of the

Common Shares of the Corporation and the S&P/TSX Composite Index

	Osisko Mining Corporation		S&P/TSX Composite Index
December 31, 2003(1)	$	100	$	100
December 31, 2004(1)	$	72	$	112
December 31, 2005(1)	$	403	$	137
December 31, 2006(1)	$	2,875	$	157
December 31, 2007(1), (2)	$	3,065	$	168
December 31, 2008(2)	$	1,891	$	109

Notes:

(1) On June 21, 2007, the Corporation completed a two-for-one stock-split whereby each shareholder received one additional Common Share for every Common Share owned. The cumulative shareholder return on the Common Shares of the Corporation for 2003 to 2007 is adjusted to reflect the split.

(2) The Corporation graduated to the TSX on November 15, 2007, and its Common Shares were listed and posted for trading on the TSX as of the opening of markets on November 15, 2007.

Indebtedness to the Corporation of Directors and Executive Officers

No amounts are owed to the Corporation by any director or executive officer of the Corporation.

Certain Relationships and Related Transactions and Interest of Insiders in Material Transactions

To the knowledge of the Corporation, no director or executive officer or any other insider of the Corporation or person in relation or being part of the same group as said officials has any material interest in a transaction having been concluded since the beginning of the last fiscal year or has an interest in any planned transaction that has or could affect in a material manner the Corporation.

Directors’ and Officer’s Liability Insurance

The Corporation maintains liability insurance for its Directors and officers acting in their respective capacities. The policy contains standard industry exclusions, and no claims have been made thereunder to date. The insurance coverage is fixed at $10,000,000 and the insurance premium is $39,400.

AUDIT COMMITTEE INFORMATION

Audit Committee Charter

The Audit Committee has a formal charter, the text of which is attached to this Management Proxy Circular as Schedule “A”. The Audit Committee Charter sets out the mandate and responsibilities of the Audit Committee after careful consideration of Regulation 52-110 respecting Audit Committees (“Regulation 52-110”) of the Canadian Securities Administrators and other applicable policies.

Composition of Audit Committee

Name	Independent	Financially Literate
Staph Leavenworth Bakali	Yes	Yes
Victor Bradley (1)	Yes	Yes
André J. Douchane	Yes	Yes

Note:

(1) Chairman of the Audit Committee.

The Audit Committee is comprised of three Directors, all of whom are independent under Regulation 52-110. All the members of the Committee are “financially literate” and have the ability to read and understand a set of financial statements.

Relevant Education and Experience

The education and experience of each Audit Committee member that is relevant to the performance of his responsibilities are as follows:

Mr. Bradley is a Chartered Accountant with over forty years experience in the minerals industry. His experience includes 15 years with Cominco Ltd., where he held a wide variety of financial positions including Controller. He is currently the Executive Deputy Chairman of the Board of Directors of Nevoro Inc., and a director of Nortec Ventures Corp. Mr. Bradley founded and was lead Director of Yamana Gold Inc., a Toronto-based mining company. In recent years, he was a director of public mining companies including AIM Resources Limited, Frontier Pacific Mining Corporation, Aura Minerals Inc., Meridian Gold Inc. and Castillian Resources Corp.

Mr. Douchane has over thirty five years of experience in the mining industry at all levels. Mr. Douchane is a holder of a B.S. in Mining Engineering from the New Mexico Institute of Mining and Technology. He also completed the Executive Business Program at the Kellogg School of Business. Mr. Douchane is currently President and Chief Executive Officer of Starfield Resources Inc., an issuer listed on the TSX. Mr. Douchane is also currently acting as Chairman of the Board of North American Palladium Ltd. He was President and Chief Executive Officer of North American Palladium Ltd. from April 2003 until December 2005. Prior to April 2003, he was Vice-President Operations of Franco Nevada.

The audit committee meets on a quarterly basis and holds special meetings as circumstances require. All members attended the 4 meetings of the audit committee held during the last fiscal year.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year have any recommendations by the audit committee respecting the appointment and/or compensation of the Corporation’s external auditors not been adopted by the Board of Directors.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on exemptions in relation to “De Minimus Non-Audit Services” or any exemption provided by Part 8 of Regulation 52-110.

Pre-Approval Policies and Procedures

The Audit Committee approves the engagement terms for all audit and non-audit services to be provided by the Corporation’s accountants before such services are provided to the Corporation or any of its subsidiaries.

External Auditor Service Fees

The fees charged to the Corporation by its external auditor in each of the last two fiscal years are as follows:

	2008 Fiscal Year		2007 Fiscal Year
Audit Fees (1)	$	78,000	$	55,855
Audit Related Fees (2)	$	42,000	$	115,950
Tax Fees(3)	$	137,525	$	51,500
Other(4)	—		$	84,300
Total	$	257,525	$	307,605

Note:

(1) Audit fees include fees for services related to the audit of the Corporation’s financial statements.

(2) Audit-related fees include fees for services related to the review of the Corporation’s financial statements. Moreover, the 2007 Audit-related fees include services rendered in connection with the consents and comfort letters for the Corporation’s prospectus.

(3) Tax fees include fees for preparation and review of tax returns, tax ruling services and tax opinions.

(4) Other fees include fees incurred in its compliance with Regulation 52-109.

CORPORATE GOVERNANCE PRACTICES

The Board of Directors of the Corporation considers good corporate governance to be important to the effective operations of the Corporation and to ensure that the Corporation is managed so as to enhance shareholder value. The Board of Directors is responsible for ensuring that the Corporation addresses all relevant corporate governance issues in compliance with the corporate governance guidelines set forth in Policy Statement 58-201 of the Canadian Securities Administrators.

The Corporation’s disclosure of corporate governance practices pursuant to Regulation 58-101 respecting Disclosure of Corporate Governance Practices (“Regulation 58-101”) is set out in Schedule “B” to this Management Proxy Circular in the form required by Form 58-101F1.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial information is provided in the Corporation’s financial statements and Management’s Discussion and Analysis for the year ended December 31, 2008 a copy of which may be obtained on request to André Le Bel, Vice President Legal Affairs and Corporate secretary, 1100 De La Gauchetière West, Suite 300, Montréal, Québec, H3B 2S2. The Corporation may require the payment of a reasonable charge when the request is made by someone other than a shareholder.

APPROVAL OF CIRCULAR

The Board of Directors of the Corporation has approved the contents of the Management Proxy Circular and its sending to the shareholders.

Montréal, Québec, May 21, 2009

		OSISKO MINING CORPORATION


	Per:	(s) André Le Bel
		André Le Bel Vice President Legal Affairs and Corporate secretary

SCHEDULE “A”

OSISKO MINING CORPORATION (the “Corporation”)

AUDIT COMMITTEE CHARTER

I. PURPOSES OF THE AUDIT COMMITTEE

The purposes of the Audit Committee are to assist the Board of Directors:

1. in its oversight of the Company’s accounting and financial reporting principles and policies and internal audit controls and procedures;

2. in its oversight of the integrity and transparency of the Company’s financial statements and the independent audit thereof;

3. in selecting, evaluating and, where deemed appropriate, replacing the external auditors;

4. in evaluating the independence of the external auditors;

5. in its oversight of the Company’s risk identification, assessment and management program; and

6. in the Company’s compliance with legal and regulatory requirements in respect of the above.

II. COMPOSITION OF THE AUDIT COMMITTEE

III. MEETINGS, STRUCTURE AND OPERATIONS OF THE AUDIT COMMITTEE

IV. DUTIES AND POWERS OF THE AUDIT COMMITTEE

To carry out its purposes, the Audit Committee shall have unrestricted access to information and shall have the following duties and powers:

1. with respect to the external auditor,

(i) to review and assess, annually, the performance of the external auditors, and recommend to the Board of Directors the nomination of the external auditors for

appointment by the shareholders, or if required, the revocation of appointment of the external auditors;

(ii) to review and approve the fees charged by the external auditors for audit services;

(v) to instruct the external auditors that the external auditors are ultimately accountable to the Audit Committee and the Board of Directors, as representatives of the shareholders; and

2. with respect to financial reporting principles and policies and internal controls,

(i) to advise management that they are expected to provide to the Audit Committee a timely analysis of significant financial reporting issues and practices;

(iii) to consider any reports or communications (and management’s responses thereto) submitted to the Audit Committee by the external auditors, including reports and communications related to:

· deficiencies noted following the audit of the design and operation of internal controls;

· consideration of fraud in the audit of the financial statement;

· detection of illegal acts;

· the external auditors’ responsibilities under generally accepted auditing standards;

· significant accounting policies;

iii

· management judgements and accounting estimates;

· adjustments arising from the audit;

· the responsibility of the external auditors for other information in documents containing audited financial statements;

· disagreements with management;

· consultation by management with other accountants;

· major issues discussed with management prior to retention of the external auditors;

· difficulties encountered with management in performing the audit;

· the external auditors judgements about the quality of the entity’s accounting principles; and

· reviews of interim financial information conducted by the external auditors;

(iv) to meet with management and external auditors:

· to discuss the scope of the annual audit;

· to discuss the audited financial statements, including the accompanying management’s discussion and analysis;

· to discuss the unaudited interim quarterly financial statements, including the accompanying management’s discussion and analysis;

· to discuss the appropriateness and quality of the Company’s accounting principles as applied in its financial reporting;

· to resolve disagreements between management and the external auditors regarding financial reporting;

· to review the form of opinion the external auditors propose to render to the Board of Directors and shareholders;

· to review, evaluate and monitor the Company’s risk management program including the revenue protection program. This function should include:

· risk assessment;

· quantification of exposure;

· risk mitigation measures; and

· risk reporting;

· to review the adequacy of the resources of the finance and accounting group, along with its development and succession plans;

(v) to discuss with the Chief Financial Officer any matters related to the financial affairs of the Company;

3. with respect to reporting and recommendations,

(i) to prepare/review any report or other disclosures to be included in the Company’s annual information form and management information circular;

(v) to review this Charter at least annually and recommend any changes to the Board of Directors;

4. to review, discuss with management, and approve all related party transactions;

6. set clear hiring policies regarding partners, employees and former partners and employees of the present and, as the case may be, former external auditor of the Company.

V. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE

The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, as it shall determine, including the authority to engage external auditors for special audits, reviews and other procedures and to retain special counsel and other experts or consultants.

SCHEDULE “B”

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

OSISKO MINING CORPORATION

(the “Corporation”)

The Corporation seeks to attain high standards of corporate governance. The Board of Directors has carefully considered the Corporate Governance Guidelines set forth in Policy Statement 58-201. A description of the Corporation’s corporate governance practices is set out below in response to the requirements of National Instrument 58-101 “Disclosure of Corporate Governance Practices” and in the form set forth in Form 58-101F1 “Corporate Governance Disclosure”.

Form 58-101-F1 - Corporate Governance Disclosure		The Corporation’s Practices

1.	Board of Directors

	a) Disclose the identity of Directors who are independent.	The Board of Directors is composed of seven persons. Of those seven persons, Victor Bradley, Staph Leavenworth Bakali, André J. Douchane, Norman Storm and Serge Vézina are independent. These Directors are independent as none of them has a direct or indirect material relationship with the Corporation.

	b) Disclose the identity of Directors who are not independent, and describe the basis for that determination.	Mr. Sean Roosen is not independent as he holds the position of President and Chief Executive Officer of the Corporation and Mr. Robert Wares is not independent as he holds the position of Executive Vice President and Chief Operating Officer of the Corporation.

	c) Disclose whether or not a majority of Directors are independent. If a majority of Directors are not independent, describe what the Board of Directors (the Board) does to facilitate its exercise of independent judgement in carrying out its responsibilities.	A majority of the Corporation’s Directors are independent.

	d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	Staph Leavenworth Bakali is is the President and CEO of Genocea Biosciences and the Chairman of LeapFrog Investment LLP. He is also a director of Intercell A.G. Victor Bradley is the Executive Deputy Chairman of the Board of Directors of Nevoro Inc. and director of Nortec Ventures Corp. André J. Douchane is also the Chairman of the Board of Directors of North American Palladium Ltd. as well as the President and Chief Executive Officer of Starfield Resources Inc.

Form 58-101-F1 - Corporate Governance Disclosure		The Corporation’s Practices

		Sean Roosen is also director of Nevoro Inc. Serge Vézina is also a director of Stornoway Diamond Corporation. Robert Wares is also director of Augusta Resource Corporation, Bowmore Exploration Ltd. and Wildcat Silver Corporation.

	e) Disclose whether or not the independent Directors hold regularly scheduled meetings at which non-independent Directors and members of management are not in attendance. If the independent Directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent Directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent Directors.	When required, the independent Directors hold scheduled meetings at which non-independent Directors and members of management are not in attendance. In 2008, none of such meetings were held.

	f) Disclosure whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent Directors.	Victor Bradley is Chairman of the Board of Director and an independent director.

	g) Disclose the attendance record of each director for all Board meetings held since the beginning of the issuer’s most recently completed financial year.	The Board held 11 meetings in 2008. Directors attend meetings in person or by phone. Following is directors’ attendance at Board meetings held in 2008:

		Staph Leavenworth	9/11
		BakaliVictor Bradley	11/11
		André J. Douchane	9/11
		Sean Roosen	11/11
		Norman Storm	10/11
		Serge Vézina	9/11
		Robert Wares	11/11

Form 58-101-F1 - Corporate Governance Disclosure		The Corporation’s Practices

2.	Board Mandate

	a) Disclose the text of the Board’s written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities.	The Board supervises the management of the business and affairs of the Corporation and monitors the manner in which the Corporation conducts its business as well as the senior management responsible for the day-to-day operations of the Corporation. It sets the Corporation’s policies, assesses their implementation by management and reviews the results. The prime stewardship responsibility of the Board is to ensure the viability of the Corporation and to ensure that it is managed in the best interest of its shareholders as a whole while taking into account the interests of other stakeholders. The Board’s main expectations of the Corporation’s management are to protect the Corporation’s interests and ensure the long term growth of shareholder value.

3.	Position Descriptions

	a) Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.	The Board has developed written position descriptions for the Chair of the Board and the Chair of each Board committees.

	b) Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO.	The Board and the Chief Executive Officer have developed a written position description for the Chief Executive Officer.

iii

Form 58-101-F1 - Corporate Governance Disclosure		The Corporation’s Practices

4.	Orientation and Continuing Education

	a) Briefly describe what measures the Board takes to orient new Directors regarding i) the role of the Board, its committees and its Directors, and ii) the nature and operation of the issuer’s business.	Orientation and education of Directors is an ongoing matter. As such, ongoing informal discussions between management and members of the Board is encouraged and formal presentations by management throughout the year in addition to regularly scheduled site visits to the Corporation’s operations are mandated.

	b) Briefly describe what measures, if any, the Board takes to provide continuing education for its Directors. If the Board does not provide continuing education, describe how the Board ensures that its Directors maintain the skill and knowledge necessary to meet their obligations as Directors.	Orientation and education of Directors is an ongoing matter. As such, ongoing informal discussions between management and members of the Board is encouraged and formal presentations by management throughout the year in addition to regularly scheduled site visits to the Corporation’s operations are mandated.

5.	Ethical Business Conduct

	a) Disclose whether or not the Board has adopted a written code for the Directors, officers and employees. If the Board has adopted a written code:	The Board has adopted a written Code of Ethics for Directors, officers and employees

	i) disclose how a person or Corporation may obtain a copy of the code;	Copy of the Code of Ethics is available on the Corporation web site www.osisko.com.

	ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and	The CEO and the Governance / Nomination Committee are responsible for promoting a Corporation culture which supports the highest of ethical standards, encourages personal integrity and assumes social responsibility. The Corporation has adopted, from time to time, policies and guidelines relating to ethics that apply to all directors, officers and employees of the Corporation. Osisko’s Code of Ethics is reviewed on an annual basis as well as adherence thereto. Osisko’s Code of Ethics establishes guidelines setting forth the ethical behaviour required from every director, officer and employee of the Corporation, including, but not limited to, conflict of interests, confidentiality, and respect of the law, of the health and security of people, of the environment, of employees, of communities where the Corporation does business and of competitors,

Form 58-101-F1 - Corporate Governance Disclosure		The Corporation’s Practices

		suppliers and shareholders. Directors, officers and designated employees are required, on an annual basis, to declare their commitment to respect Osisko’s Code of Ethics. Osisko’s Code of Ethics provides that directors, officers and employees must avoid conflicts of interests, both real and perceived. In practice, should a director have a material interest or be otherwise in conflict of interests as regards a transaction or agreement considered by the Board, he must disclose his conflict of interests and withdraw from any discussions, assessment or decision related to the particular transaction or agreement. In addition, in compliance with its charter, the Audit Committee has established under the Corporation’s Internal Whistle Blowing Policy, a process for the receipt and treatment of all complaints concerning accounting, internal accounting controls, auditing or related matters submitted by any employee, including procedures for the confidential anonymous submissions by employees of concerns regarding said matters.

	iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.	None

	b) Describe any steps the Board takes to ensure Directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.	In the event any transactions or agreements occur in respect of which a director or executive officer has a material interest, the matter must be initially reviewed by the audit committee and is then submitted to the Board of Directors. The Board may implement any measures that it finds necessary in order to ensure the exercise of independent judgment. In the event a director has a material interest in any transaction or agreement, such director will abstain from voting in that regard.

	c) Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.	Through the above-noted methods, the Board encourages and promotes a culture of ethical business conduct. In addition, the Directors, officers and employees of the Corporation are expected to act and to hold their office within the best interests of the Corporation. The Corporation expects that all

Form 58-101-F1 - Corporate Governance Disclosure		The Corporation’s Practices

		Directors shall act in compliance of all laws and regulations applicable to their office as director of the Corporation.

6.	Nomination of Directors

	a) Describe the process by which the Board identifies new candidates for Board nomination.	Governance / Nomination Committee recommend to the Board qualified candidates to be considered for nomination as Directors. Proposed nominations are subject to review and approval by the Board. Any new appointees or nominees to the Board must have a favourable track record in general business management, special expertise in areas of strategic interest to the Corporation, the ability to devote the time required and a willingness to serve as a director.

	b) Disclose whether or not the Board has a nominating committee composed entirely of independent Directors. If the Board does not have a nominating committee composed entirely of independent Directors, describe what steps the Board takes to encourage an objective nomination process.	The Corporation has a Governance / Nomination committee composed entirely of independent Directors.

	c) If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	The Governance / Nomination Committee has the general mandate to (i) consider and assess all issues that may affect the Corporation in the areas of corporate governance and nomination generally; (ii) recommend actions or measures to the Board to be taken in connection with these two areas; and (iii) monitor the implementation and administration of such actions or measures, or of corporate policies and guidelines adopted by regulatory authorities or the Board with respect to said two areas. The Committee is also responsible for establishing practices which must be followed and should be in line with corporate governance rules and guidelines in effect from time to time by relevant authorities. The Committee is also responsible for recommending to the Board new candidates for Directors and to assist the Board in the assessment of the performance of senior officers, of the Board and its committees and of individual Directors.

Form 58-101-F1 - Corporate Governance Disclosure		The Corporation’s Practices

7.	Compensation

	a) Describe the process by which the Board determines the compensation for the issuer’s Directors and officers.	The Compensation Committee establishes senior officer compensation, determines the general compensation structure, policies and programs of the Corporation, including the extent and level of participation in incentive programs in conjunction with the Board, evaluates the performance of the Chief Executive Officer and delivers an annual report to the shareholders on executive compensation. The Compensation Committee has also been mandated to review the adequacy and form of the compensation of Directors and to ensure that such compensation realistically reflects the responsibilities and risk involved in being an effective director.

		The Compensation Committee meets at least twice a year to receive information on and determine matters regarding executive compensation in accordance with policies approved by the Board.

	b) Disclose whether or not the Board has a compensation committee composed entirely of independent Directors. If the Board does not have a compensation committee composed entirely of independent Directors, describe what steps the Board takes to ensure an objective process for determining such compensation.	The Compensation Committee oversees compensation matters and is composed entirely of independent Directors.

	c) If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.	The Compensation Committee is a committee of the Board, to which the Board delegates its responsibilities to determine the overall compensation of the Corporation’s executive officers and such other employees as the Compensation Committee may decide, and to oversee and advise the Board on the adoption of policies that govern the Corporation’s compensation and benefit programs. The Compensation Committee has the general mandate to (i) consider and assess all issues that may affect the Corporation in the areas of compensation of executive officer and benefit plans; (ii) recommend actions or measures to the Board to be taken in connection with these two (2) areas; and (iii) monitor the implementation and administration of such actions or measures, or of corporate policies and guidelines adopted by regulatory authorities or

vii

Form 58-101-F1 - Corporate Governance Disclosure		The Corporation’s Practices

		the Board with respect to said two (2) areas. The Compensation Committee makes recommendations to the Board relating to the compensation and evaluation of senior officers and directors of the Corporation. The Compensation Committee will administer equity-based and employee benefits plans, and as such will discharge any responsibilities imposed on the Compensation Committee under those plans, including making and authorizing grants, in accordance with the terms of those plans. The Compensation Committee may delegate to one or more executive officers the authority to make grants of stock options and stock awards to eligible individuals who are not executive officers. Any executive officer to whom the Compensation Committee grants such authority shall regularly report to the Compensation Committee grants so made. The Compensation Committee may revoke any such delegation of authority at any time.

	d) If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s Directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.	During the 2008 financial year, the Corporation did retain the services of the Hay Group Limited (“Hay”) as compensation consultant. Hay had been retained to conduct a competitive review of the Corporation’s senior executive officers’ compensation level as well as a review of the compensation level for directors. Hay has not been retained for any other mandate.

viii

Form 58-101-F1 - Corporate Governance Disclosure		The Corporation’s Practices

8.	Other Board Committees

	If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	Other than the Audit Committee, the Compensation Committee and the Governance / Nomination Committee, the Board has the following other committees: The Environment, Health and Safety Committee is responsible to oversee various aspects of the activities of the Corporation in respect of the work environment (occupational health, safety and training matters), the human environment (corporate social responsibility matters) and the physical environment (environmental matters). The Special Committee is responsible for reviewing and considering the liquidity requirements of the Corporation and the full range of strategic alternatives available to the Corporation for the purpose of determining if any transaction or transactions may be available to the Corporation. It shall review the terms of any proposed transaction and report, advise and make such recommendation to the Board as it considers appropriate.

9.	Assessments

	Disclose whether or not the Board, its committees and individual Directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its committees, and its individual Directors are performing effectively.	The Board has not established any formal procedures for assessing the performance of the Board or its committees and members. Generally, those responsibilities have been carried out on an informal basis by the Board itself and by the Compensation Committee. Furthermore, it is the view of the Board that, in light of its small size and the close and open relationship among its members, the formality of a committee would not be as effective as the current management and is unnecessary.

EX-3.3 6 a2197935zex-3_3.htm EXHIBIT 3.3

Exhibit 3.3

OSISKO MINING CORPORATION

(a development stage company)

. . . . . . .. . . . . . . . . . . .

Consolidated Financial Statements

For the years ended December 31, 2009 and 2008

Osisko Mining Corporation

(a development stage company)

Consolidated Balance Sheets

As at December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

	2009		2008
	$		$
Assets

Current assets
Cash and cash equivalents (note 4)	673,777		57,799
Short-term investments (note 5)	84,064		—
Restricted cash (note 6)	10,760		18,000
Cash collateral investments (note 7)	5,452		19,856
Accounts receivable (note 8)	37,759		21,651
Other current assets	790		1,966

	812,602		119,272

Restricted cash (note 6)	16,134		—
Investments (note 9)	5,732		—
Mining assets (note 10)	504,305		198,920

	1,338,773		318,192

Liabilities

Current liabilities
Accounts payable and accrued liabilities	46,047		25,170
Current portion of long-term debt (note 11)	6,155		1,058
Current portion of asset retirement obligations (note 12)	—		355

	52,202		26,583

Long-term debt (note 11)	173,914		24,340
Asset retirement obligations (note 12)	355		—

	226,471		50,923

Shareholders’ Equity

Share capital (note 13)	1,116,229		256,450
Warrants (note 13)	5,871		17,164
Contributed surplus (note 15)	24,272		18,007
Equity component of convertible debenture (note 11(ii))	11,036		—
Deficit	(45,106	)	(24,352	)

	1,112,302		267,269

	1,338,773		318,192

*APPROVED ON BEHALF OF THE BOARD*

(signed) Sean Roosen, Director	(signed) Victor H. Bradley, Director

See accompanying notes to consolidated financial statements.

Osisko Mining Corporation

(a development stage company)

Consolidated Statements of Deficit

For the years ended December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

	2009		2008
	$		$

Deficit — beginning of year	(24,352	)	(25,742	)

Net income (loss) for the year	(20,754	)	1,463
Premium on purchase of common shares for cancellation (note 13)	—		(73	)

Deficit — end of year	(45,106	)	(24,352	)

See accompanying notes to consolidated financial statements.

Osisko Mining Corporation

(a development stage company)

Consolidated Statements of Operations and Comprehensive Income (Loss)

For the years ended December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars, except per share amounts)

	2009		2008
	$		$

Expenses
Salaries and fringe benefits	7,762		4,665
General and administrative expenses (note 13(iv))	6,143		2,453
Stock-based compensation (note 15)	3,958		1,808
Investor relations and corporate development	2,907		2,251
Amortization	363		375
Write off of mining assets (note 10)	—		1,141

Loss before the following items	(21,133	)	(12,693	)

Interest income	1,709		4,589
Foreign exchange gain (loss)	(4,578	)	5,832
Share of equity investee loss (note 9)	(198	)	—
Gain on investments (note 9)	1,430		—
Loss on disposal of mining assets (note 10)	—		(741	)

Loss before income taxes	(22,770	)	(3,013	)

Future income tax recovery (note 18)	2,016		4,476

Net income (loss) and comprehensive income (loss) for the year	(20,754	)	1,463

Net income (loss) per share
- Basic	(0.08	)	0.01
- Diluted	(0.08	)	0.01

Weighted average number of shares outstanding
- Basic	260,180,000		162,450,000
- Diluted	260,180,000		168,067,000

See accompanying notes to consolidated financial statements.

Osisko Mining Corporation

(a development stage company)

Consolidated Statements of Cash Flows

For the years ended December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

	2009		2008
	$		$

Cash flows from

Operating activities
Net income (loss) for the year	(20,754	)	1,463
Adjustments for
General and administrative expenses (note 13(iv))	2,075		—
Stock-based compensation	3,958		1,808
Amortization	363		375
Write off of mining assets	—		1,141
Unrealized foreign exchange loss (gain) (notes 6,7,11,16)	422		(5,230	)
Share of equity investee loss	198		—
Gain on investments	(1,430	)	—
Loss on disposal of mining assets	—		741
Future income tax recovery	(2,016	)	(4,476	)

	(17,184	)	(4,178	)
Change in non-cash working capital items (note 16)	7,630		704

	(9,554	)	(3,474	)
Financing activities
Long-term debt	150,000		20,000
Capital lease payments	(1,208	)	(369	)
Debt issuance costs	(3,123	)	(552	)
Issuance of common shares, net of issue expenses	840,990		13,110
Purchase of common shares for cancellation (note 13)	—		(764	)

	986,659		31,425
Investing activities
Acquisition of short-term investments	(84,064	)	—
Disposal of short-term investments	—		55,000
Increase in restricted cash	(23,505	)	(15,435	)
Decrease in restricted cash	13,962		—
Increase in cash collateral investments	—		(9,588	)
Decrease in cash collateral investments	13,477		12,206
Investments	(4,500	)	—
Mining assets	(276,497	)	(122,143	)
Proceeds on disposal of mining assets	—		1,675

	(361,127	)	(78,285	)

Increase (decrease) in cash and cash equivalents	615,978		(50,334	)

Cash and cash equivalents (note 4) — beginning of year	57,799		108,133

Cash and cash equivalents (note 4) — end of year	673,777		57,799

See accompanying notes to consolidated financial statements.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

1. Nature of activities

Osisko Mining Corporation (“Osisko” or the “Company”) is engaged in the business of acquiring, exploring and developing gold properties, with interests substantially in Canada.

The Company’s operations, development projects and exploration activities are mostly concentrated in its wholly owned Canadian Malartic property in the Abitibi Gold Belt, immediately south of the Town of Malartic and approximately 25 kilometres west of the City of Val-d’Or, Québec. On August 20, 2009, the Conseil des ministres du Québec approved the order-in-council authorizing the development of the Canadian Malartic project (the “Project”). Since then, the Company has been actively developing the Project with an estimated cost of $931,000,000.

The recoverability of the amounts shown for mining assets is dependent upon future profitable production or proceeds from the disposal of properties.

2. New accounting standards

(a) Accounting standards newly adopted

Effective January 1, 2009, the Company adopted an amendment to an accounting standard related to financial instruments, one new accounting standard related to goodwill and intangible assets and two new abstracts related to credit risk and the fair value of financial assets and financial liabilities and mining exploration costs that were issued by the Canadian Institute of Chartered Accountants (“CICA”). The CICA amendment, new standard and abstracts are as follows:

Section 3862, Financial Instruments — Disclosure

On January 1, 2009, the Company adopted an amendment to Section 3862, Financial Instruments — Disclosures. This amendment establishes additional disclosure requirements regarding the level in the fair value hierarchy in which fair value measurements are categorized for assets and liabilities measured in the consolidated balance sheet.

Section 3064, Goodwill and Intangible Assets

In February 2008, the CICA issued Section 3064, which replaces Section 3062, Goodwill and Other Intangible Assets. This new Section provides guidance on the recognition, measurement, presentation and disclosure of goodwill and intangible assets. This new Section specifically excludes mining activities related to prospecting, acquisition of mineral rights, exploration, drilling and mineral development from being considered as intangible assets, as existing Section 3061, Property, Plant and Equipment, contains standards for the measurement, presentation and disclosure of mining properties. Adoption of this standard did not have any effect on the Company’s consolidated financial statements.

EIC-173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities

In January 2009, the CICA issued EIC-173, which provides guidance on how to take into account credit risk of an entity and counterparty when determining the fair value of financial assets and financial liabilities, including derivative instruments. This Abstract applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2009. Adoption of this Abstract did not have any effect on the Company’s consolidated financial statements.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

2. New accounting standards (continued)

EIC-174, Mining Exploration Costs

In March 2009, the CICA issued EIC-174, which provides guidance on the accounting and the impairment review of exploration costs. This Abstract applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2009. Adoption of this Abstract did not have any effect on the Company’s consolidated financial statements.

(b) New accounting standards not yet adopted

In January 2009, the CICA issued Section 1582, Business Combinations, Section 1601, Consolidated Financial Statements, and Section 1602, Non-controlling Interests, which replace CICA Section 1581, Business Combinations, and Section 1600, Consolidated Financial Statements. Section 1582 establishes standards for the accounting for business combinations that are equivalent to the business combination accounting standards under International Financial Reporting Standards (“IFRS”). Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS, IAS 27 (Revised), Consolidated and Separate Financial Statements. The Sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. The Company is currently evaluating the impact of the adoption of these new Sections on the consolidated financial statements.

3. Significant accounting policies

The accompanying consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). The Canadian dollar is the functional and the reporting currency used to measure the Company’s operations.

(a) Basis of consolidation

The Company’s consolidated financial statements include the accounts of Osisko Mining Corporation and its wholly owned subsidiaries. The Company’s interest in joint ventures is accounted for using the proportionate consolidation method. All intercompany balances and transactions have been eliminated.

(b) Use of estimates

The preparation of financial statements in conformity with GAAP requires management 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. Significant areas where management judgment is applied are assumptions and estimates relating to determining defined ore bodies, reserve values beyond proven and probable mine life, the useful life of assets for amortization purposes and for evaluation of their net recoverable amount, fair values for the purpose of impairment analysis, initial measurement of the components of convertible debenture, asset retirement obligations, stock-based compensation and warrants and valuation allowances for future income taxes. Actual results could differ from those estimates.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

3. Significant accounting policies (continued)

(c) Financial instruments

All financial instruments are required to be measured at fair value on initial recognition, except for certain related party transactions. Measurement in subsequent periods depends on whether the financial instrument has been classified as held for trading, available for sale, held to maturity, loans and receivables, or other liabilities.

Financial assets and financial liabilities classified as held for trading are required to be measured at fair value, with gains and losses recognized in net income.

Financial assets classified as held to maturity, loans and receivables and financial liabilities (other than those held for trading) are required to be measured at amortized cost using the effective interest method of amortization.

Available-for-sale financial assets are required to be measured at fair value, with unrealized gains and losses recognized in Other comprehensive income. Fair value is based on the quoted market price at the reporting date. If there is a permanent decline in the fair value of the investment, the cumulative loss recognized in accumulated Other comprehensive income is reclassified to net income. An other than temporary decline in fair value is evidenced by significant and prolonged decline in fair value and adverse indications in the market and economic environment. Investments in equity instruments classified as available for sale that do not have a quoted market price in an active market are measured at cost.

The Company has implemented the following classifications:

· Bank balances and cash on hand are classified as held for trading.

· Guaranteed investment certificates are classified as loans and receivables.

· Treasury bills, banker’s acceptances and commercial papers are classified as held to maturity.

· Investments in shares without significant influence are classified as available for sale.

· Investments in warrants are classified as held for trading.

· Accounts payable and accrued liabilities and Long-term debt are classified as other liabilities.

(d) Cash and cash equivalents and short-term investments

Cash and cash equivalents include cash on hand, bank balances and all highly liquid short-term investments with original maturity of three months or less.

Short-term investments are highly liquid investments with original maturity greater than three months and less than one year.

(e) Refundable tax credits for mining exploration expenses and mining duties

The Company is entitled to a refundable tax credit of 35% on qualified mining exploration expenses incurred in the province of Québec. Furthermore, the Company is entitled to a refund of mining duties of 12% on qualified mining exploration expenses net of the refundable tax credit. Both credits are accounted for against the exploration expenses incurred.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

3. Significant accounting policies (continued)

(f) Investments with significant influence

The Company accounts for its investments by the equity method whereby it can exercise significant influence over an investee that is not a subsidiary, joint venture or variable interest entity. Once significant influence is determined, the investment is initially recorded at cost, which is determined by the consideration paid at the date of acquisition. The carrying value of the investment is then adjusted to include the Company’s pro-rata share of post-acquisition earnings of the investee calculated by the equity method.

Loss in value of investment is recognized by writing down the investment if such loss is not considered temporary, and such write down is included in determination of net income.

(g) Joint ventures

The Company’s interest in joint ventures is accounted for using the proportionate consolidation method. Under this method, the Company records its proportionate share of the assets, liabilities, revenues and expenses of the joint ventures.

(h) Mining assets

Asset under construction

Project development expenditures are grouped under Asset under construction and include borrowing costs, estimated present value of related asset retirement obligations at recognition and stock-based compensation.

Development expenditures will be amortized when the related property is placed into production and will be written off in case of an impairment.

Property, plant and equipment

Property, plant and equipment are recorded at cost. Amortization is calculated to amortize the cost of the property, plant and equipment less their residual values over their estimated useful lives using the following method and periods:

Leasehold improvements	Straight-line	Lease term
Furniture and office equipment	Straight-line	3-5 years
Exploration equipment and facilities	Straight-line	3-15 years
Equipment under capital lease	Straight-line	7-10 years

Amortization of property, plant and equipment if related to exploration is capitalized in mineral properties and if related to development expenditures is capitalized in Asset under construction. These amounts will be recognized in the consolidated statement of operations through amortization of mining assets when they are put into production. For those which are not related to exploration and development activities, amortization expense is recognized in the consolidated statement of operations.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

3. Significant accounting policies (continued)

Mineral properties

Mineral properties include rights in mining properties and deferred exploration expenditures and are recorded at acquisition cost or at their fair value in the case of a devaluation caused by an impairment of value.

Mining rights, options to acquire undivided interests in mining rights and related deferred exploration expenditures are amortized only as these properties are put into production. These costs are written off when properties are abandoned or when cost recovery or access to resources is uncertain.

Proceeds from the sale of exploration properties are applied in reduction of related carrying costs and any excess is recorded as a gain in the consolidated statement of operations. In the case of partial sale, if the carrying costs exceed the proceeds, only the losses are recorded.

Impairment of long-lived assets

The carrying value of long-lived assets, which consist primarily of mining assets, is reviewed regularly and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized if the carrying value of an asset exceeds the total undiscounted cash flows expected from its use and disposal. Undiscounted cash flows for mining assets are based on estimates of future metal prices and foreign exchange rates, proven and probable reserves, estimated value beyond proven and probable reserves, and future operating, capital, and reclamation cost assumptions. An impairment loss is recorded on the consolidated statement of operations based on the amount by which the carrying amount of the asset exceeds its fair value, which is equal to the present value of the estimated cash flows.

The amount shown as mining assets represents costs to date and does not necessarily reflect present or future values. Changes in future conditions could require material write downs of the carrying amounts of the mining assets.

(i) Debentures

The liability and equity components of convertible debentures are presented separately on the consolidated balance sheet starting from initial recognition.

The Company determines the carrying amount of the financial liability by discounting the stream of future payments of interest and principal at the prevailing market rate for a similar liability of comparable credit status and providing substantially the same cash flows that do not have an associated conversion option. The liability component is then increased by accretion of the discounted amounts to reach the nominal value of the debentures at maturity.

The carrying amount of the equity component is calculated by deducting the carrying amount of the financial liability from the amount of the debentures and is presented in Shareholders’ Equity as equity component of convertible debenture.

The transaction costs are distributed between liability and equity on a pro-rata basis of their carrying amounts.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

3. Significant accounting policies (continued)

(j) Leases

Leases are classified as capital or operating depending on the terms and conditions of the lease agreements. Payments under operating leases are expensed in the period in which they are incurred. The value of assets recorded under capital leases are amortized over their useful lives. A liability is established to reflect the future obligation under capital leases and reduced by principal payments.

(k) Debt issuance costs

Debt issuance costs are presented as a reduction of long-term debt and are amortized according to the effective interest rate method or over the repayment period.

(l) Asset retirement obligations

Asset retirement obligations represent the estimated discounted net present value of statutory or other legal obligations relating to restoration costs of the Canadian Malartic project. Asset retirement obligations are capitalized to the carrying value of mining assets and are adjusted for accumulated accretion in accordance with the expected timing of cash flow payments required to settle these obligations.

(m) Share and warrant issue expenses

Share and warrant issue expenses are recorded as a decrease in Share capital and Warrants in the year in the transactions occur.

(n) Stock-based compensation

The Company offers a stock option plan for its directors, officers, employees and consultants which is described in note 14. Before January 1, 2002, no expense was recorded with respect to this plan when share options were issued.

Effective January 1, 2002, the Company applies the fair value method to account for options granted. Stock-based compensation is stated as per the option acquisition periods. Any consideration paid on exercise of stock options is credited to Share capital. The contributed surplus resulting from stock-based compensation is transferred to Share capital when the options are exercised.

(o) Foreign currency transactions and integrated foreign subsidiary

The financial statements of integrated foreign operations and transactions denominated in currencies other than the functional currency are translated into the functional currency using the temporal method. Under this method, monetary assets and liabilities in foreign currencies are translated into the functional currency at exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates, unless such assets and liabilities are carried at market, in which case, they are translated at the exchange rate in effect at the date of the consolidated balance sheet. Revenues and expenses denominated in foreign currencies are translated at the rate of exchange prevailing on each transaction date. Gains and losses on translation are included in the consolidated statement of operations.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

3. Significant accounting policies (continued)

(p) Income taxes

The Company provides for income taxes using the liability method of tax allocation. Under this method, future income tax assets and liabilities are determined based on deductible or taxable temporary differences between financial statement values and tax values of assets and liabilities using substantively enacted income tax rates expected to be in effect for the year in which the differences are expected to reverse.

The Company establishes a valuation allowance against future income taxes if, based on available information, it is more likely than not that some or all of the assets or liabilities will not be realized.

(q) Flow-through shares

The Company finances some exploration expenditures through the issuance of flow-through shares. The resource expenditure deductions for income tax purposes are renounced to investors in accordance with the appropriate income tax legislation. The Company recognizes a future income tax liability and reduces Shareholders’ Equity when the expenditures are renounced and renunciation forms are filed with tax authorities.

(r) Income (loss) per share

The calculation of income (loss) per share is based on the weighted average number of shares outstanding for each period. The basic income (loss) per share is calculated by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. The computation of diluted income (loss) per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on income (loss) per share. The treasury stock method is used to determine the dilutive effect of the warrants, stock options and the if-converted method is used for convertible debentures. When the Company reports a loss, the diluted net loss per common share is equal to the basic net loss per common share due to the anti-dilutive effect of the outstanding warrants, stock options and convertible debentures.

(s) Capitalization of interest

Interest for the development and construction of a mineral property is capitalized until it begins commercial operation or the development ceases.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

4. Cash and cash equivalents

	2009	2008
	$	$

Bank balances and cash on hand	381,971	799

Treasury bills, bearing interest between 0.25% and 0.29%, maturing between January and March 2010	121,263	—
Banker’s acceptances, bearing interest between 0.17% and 0.24%, maturing between January and March 2010	84,998	—
Guaranteed investment certificates, bearing interest between 0.27% and 0.32%, maturing between January and February 2010	54,089	—
Commercial paper, bearing interest of 0.27%, maturing in February 2010	19,996	—
Guaranteed investment certificates, bearing interest of 0.18%, maturing in January 2010 (US$10,950,000)	11,460	—
Guaranteed investment certificates, matured in January 2009	—	57,000

	673,777	57,799

5. Short-term investments

	2009	2008
	$	$

Banker’s acceptance, bearing interest of 0.27%, maturing in February 2010	19,992	—
Treasury bills, bearing interest between 0.19% and 0.28%, maturing between January and June 2010	64,072	—

	84,064	—

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

6. Restricted cash

	2009	2008
	$	$

Current
Guaranteed investment certificates, bearing interest of 0.18%, maturing in January 2010 (2009 – US$3,645,000; 2008 – US$12,493,000)(i)	3,815	15,300
Deposits in escrow, bearing interest between 0.20% and 0.60%, maturing between October and December 2010(ii)	3,161	1,500
Deposits in escrow, non-interest bearing(ii)	3,434	—
Guaranteed investment certificate, bearing interest of 0.31%, maturing in February 2010	350	—
Guaranteed investment certificate, matured in April 2009	—	1,200

	10,760	18,000
Non-current
Guaranteed investment certificate, bearing interest of 0.26%, maturing in January 2010 (note 19)	16,134	—

	26,894	18,000

(i) The funds are held in US dollars. For the year ended December 31, 2009, an amount of $649,000 was accounted for as unrealized foreign exchange loss (2008 — gain of $2,565,000) on translation of these certificates on the consolidated statement of operations.

(ii) The deposits in escrow are guarantees for the completion of the relocation program and the restoration of the southern neighbourhood of the Town of Malartic. The deposits in escrow will be released over the next year.

All investments are automatically renewed until the fulfillment of the obligations or conditions set forth in the contracts.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

7. Cash collateral investments

The funds are held in US dollars. For the year ended December 31, 2009, an amount of $927,000 was accounted for as unrealized foreign exchange loss (2008 — gain of $3,529,000) on the translation of these certificates on the consolidated statement of operations.

All cash collateral investments are automatically renewed until progress payments guaranteed by the letter of credit are requested.

8. Accounts receivable

	2009	2008
	$	$

Refundable tax credits and mining duties	16,087	14,475
Sales tax	12,066	6,345
Interest income receivable	166	133
Advance to suppliers and others	9,440	698

	37,759	21,651

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

9. Investments

	2009
	$

With significant influence
Units of Bowmore Exploration Ltd., at cost	3,000
Share of equity investee loss	(198	)

	2,802

Available for sale
Common shares of Orex Exploration Inc.	1,755
Common shares of Claim Post Resources Inc., at cost	200

	1,955

Held for trading
Warrants of Orex Exploration Inc.	975

	5,732

On December 31, 2009, the fair value of investments in Bowmore, based on the last trading information available in 2009 and on a diluted basis, and Orex were $15,975,000 and $1,755,000, respectively. The fair value of warrants is determined using the Black-Scholes model as they are not traded on any market. Loss on investments is recognized in the consolidated statement of operations.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

9. Investments (continued)

Bowmore Exploration Ltd.

On July 3, 2009, the Company acquired on a diluted basis a 49.1% interest (39.1% on a non-diluted basis) in Bowmore Exploration Ltd. (“Bowmore”) for $3,000,000. As such, the Company acquired 15,000,000 units representing 15,000,000 common shares and 7,500,000 warrants. Each warrant entitles the Company to acquire a common share of Bowmore at a price of $0.35 for a period of 48 months, provided that after two years have elapsed from the closing date, and upon the closing trading price of Bowmore’s common shares being at or above the price of $0.75 for 10 consecutive trading days, the warrants shall expire on the earlier of (i) the expiry date of such warrants, or (ii) such date which is 30 days after the first business day following the date Bowmore provides written notice to the holders of the warrants that the warrants will expire at the end of such 30-day period.

At the date of the transaction, the variance between cost and the underlying net book value of Bowmore’s assets has been allocated to mineral properties. As the Company exercises significant influence over Bowmore, it has accounted for the investment using the equity method.

Claim Post Resources Inc.

On August 26, 2009, the Company acquired 2,000,000 common shares of Claim Post Resources Inc. (“Claim Post”) for $200,000. As the Company does not exercise a significant influence over Claim Post and because Claim Post is not listed on any market, the investment has been accounted for at cost.

Orex Exploration Inc.

On November 11, 2009, the Company acquired 13,000,000 units of Orex Exploration Inc. (“Orex”) for $1,300,000. Each unit consists of one common share and one transferable common share purchase warrant. Each transferable common share purchase warrant entitles the holder to acquire one common share for $0.125 for a period of three years.

Based on the fair value on the acquisition date, a gain of $455,000 and $1,000,000 was recorded to the shares and the warrants included in the unit, respectively. The fair value of the warrants was estimated using the Black-Scholes model. The initial gain of $1,455,000 was accounted for as Gain on investments on the consolidated statement of operations.

For the year ended December 31, 2009, the Company recognized an unrealized loss of $25,000 on the warrants and accounted for as a reduction of the Gain on investments on the consolidated statement of operation.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

10. Mining assets

	2009	2008
	$	$
Canadian Malartic Project
Asset under construction	381,832	124,929
Equipment under capital lease (a)	31,377	5,408

	413,209	130,337

Property, plant and equipment (a)	3,094	3,543
Mineral properties (b)	88,002	65,040

	504,305	198,920

Asset under construction, equipment under capital lease, property, plant and equipment and mineral properties are all located in Canada.

(a) Equipment under capital lease and Property, plant and equipment

	2009
	Cost	Accumulated amortization	Net book value
	$	$	$

Equipment under capital lease	32,544	1,167	31,377

Leasehold improvements	1,156	403	753
Furniture and office equipment	1,072	514	558
Exploration equipment and facilities	1,875	92	1,783

	4,103	1,009	3,094

	2008
	Cost	Accumulated amortization	Net book value
	$	$	$

Equipment under capital lease	5,704	296	5,408

Leasehold improvements	1,005	156	849
Furniture and office equipment	882	266	616
Exploration equipment and facilities	2,520	442	2,078

	4,407	864	3,543

In 2009 and 2008, the Company has taken a write off of property, plant and equipment for amounts of $645,000 and $320,000 respectively, resulting in losses of $99,000 and $191,000.

In 2008, the Company disposed of exploration equipment and facilities for an amount of $1,675,000 resulting in a loss on disposal of $741,000.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

10. Mining assets (continued)

(b) Mineral properties

	2009		2008
	$		$

Canadian Malartic; 100%	74,869		54,072
Malartic CHL; Option 70%	2,633		1,860
East Amphi; 100%	9,518		8,713
Cadillac; 100%	686		395
Dunn; Option 50%	273		—
Goldboro; Option 50%	23		—

	88,002		65,040

Balance – beginning of year	65,040		36,896

Increase in acquisition costs, deferred exploration expenditures
Canadian Malartic	31,769		38,995
Malartic CHL	1,394		1,820
East Amphi	1,320		330
Cadillac	293		14
Dunn	316		—
Goldboro	23		—
Refundable tax credits and mining duties	(12,153	)	(13,015	)

Balance – end of year	88,002		65,040

Canadian Malartic

The Canadian Malartic property was acquired in stages between 2004 and 2006. The majority of the mining titles of the Canadian Malartic property were map-staked by the Company or its appointed intermediaries and are not subject to any encumbrances. Others were purchased outright from independent parties, without royalties or other obligations. Of the mining concession and 120 mining titles comprising the Canadian Malartic property, the mining concession and 20 mining titles are subject to agreements and presented as follows:

· The mining concession and six mining titles subject to a sliding 2% to 3% net smelter return royalty (the “NSR” or the “Royalty”). The royalty rate is tied to the price of gold, with the higher rate taking effect if the gold price is greater than US$350/oz. Half of the Royalty can be purchased back by the Company for $1,570,000 (US$1,500,000).

· Six mining titles are subject to a 2% NSR and the entire Royalty may be purchased back by the Company for $2,000,000.

· One mining title is subject to a 2% NSR.

· Seven mining titles are subject to a 2.5% gross overriding metal royalty.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

10. Mining assets (continued)

Malartic CHL

In June 2006, the Company signed an option agreement with Golden Valley Mines Ltd. for the Malartic CHL property, located immediately northeast of the Canadian Malartic property.

Under this agreement, the Company can acquire a non-transferable option on a 70% undivided interest in the Malartic CHL property during a four-year period in consideration of (i) total cash payments of $150,000 and (ii) a total of $2,000,000 in exploration expenditures. As of December 31, 2009, the Company fulfilled its obligations.

East Amphi

The East Amphi property was acquired from Richmont Mines Inc. (“Richmont”) in 2007 for a total consideration of $8,549,000. The East Amphi property is located immediately northwest of the Canadian Malartic property. Richmont will retain a 2% NSR on certain mining titles of the property and on future production of up to 300,000 ounces of gold from other mining titles of the property. Other mining titles of the property are subject to NSR to third parties varying between 2% and 3%.

In addition, the Company has provided a guarantee of $83,000 to the Government of Québec with respect to environmental rehabilitation of the East Amphi property.

Cadillac

The Cadillac property, acquired through staking, is located west of the Canadian Malartic property.

Dunn

In August 2009, the Company signed an option agreement with Midland Exploration Inc. (“Midland”) for the Dunn property, located near Rouyn-Noranda, Québec.

Under this agreement, the Company can acquire a 50% interest in the Dunn property during a three-year period in consideration of (i) total cash payments of $140,000 and (ii) a total of $1,300,000 in exploration expenditures. Upon acquiring a 50% interest, the Company will have the option to acquire an additional 15% interest by delivering a bankable feasibility study under the following conditions: (i) annual cash payments of $40,000 and (ii) a minimum of $200,000 of exploration work each year until the delivery of a bankable feasibility study within a three-year period. Alternatively, the Company can acquire an additional 15% interest by solely assuming all exploration and development work on the Dunn property, earning an additional 1% interest for every $1,000,000 spent on the property, up to a maximum of $15,000,000.

Midland will be the operator until completion of a positive pre-feasibility study.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

10. Mining assets (continued)

Mountjoy

In September 2009, the Company signed an option agreement with Claim Post Resources Inc. for the Mountjoy property, located near Timmins, Ontario.

Under this agreement, the Company can acquire a 50% interest in the Mountjoy property during a four-year period in consideration of (i) total cash payments of $250,000 and (ii) a total of $4,000,000 in exploration expenditures. Upon acquiring a 50% interest in the Mountjoy property, the Company will have the option to acquire another 10% by delivering a bankable feasibility study no later than three months following the sixth anniversary of the option agreement. The Company can earn an additional 10% by securing project financing.

The Company will be the operator during the option period.

Goldboro

In November 2009, the Company signed an option agreement with Orex Exploration Inc. for the Goldboro property, located in Guysborough County, Nova Scotia.

Under this agreement, the Company can acquire a 50% interest in the Goldboro property during a four-year period in consideration of a total of $8,000,000 in exploration expenditures. Upon acquiring a 50% interest in the Goldboro property, the Company will have the option to acquire another 10% by delivering a prefeasibility study on or before the sixth anniversary of the agreement.

The Company will be the operator during the option period.

Duparquet

In December 2009, the Company signed a joint venture agreement effective January 1, 2010 with Clifton Star Resources Inc. (“Clifton”) for the Duparquet property, located in Duparquet, Québec.

Under this agreement, the Company can earn a 50% interest in the joint venture by investing $70,000,000 over a four-year period. The Company will act as operator of the joint venture during the earn-in period and thereafter as long as the Company holds a minimum 50% interest in the joint venture.

The Company has agreed to advance up to $31,000,000 to Clifton to fund its option payments to the underlying property vendors. These advances are repayable within 24 months after disbursements, bear an interest rate of 5% annually, and are unsecured.

Castelo dos Sonhos

In 2008, the Company has written off the carrying value amounted to $1,141,000 of the Castelo dos Sonhos Project.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

11. Long-term debt

	2009		2008
	$		$

Loans(i)	95,000		20,000
Convertible debenture(ii)	63,951		—
Obligation under capital lease(iii) (2009 – US$29,149,000; 2008 – US$5,072,000)	30,507		6,211

Long-term debt	189,458		26,211
Debt issuance costs	(9,389	)	(813	)

Long-term debt, net of debt issuance costs	180,069		25,398

Current portion of long-term debt Obligation under capital lease	(6,155	)	(1,058	)

Long-term portion of long-term debt	173,914		24,340

(i) Secured debt financing with CPPIB Credit Investments Inc. (“CPPIB”) with the ability to draw up to $150,000,000 in loans in two tranches. The loan bears an interest rate of 7.5% per annum payable in cash on a quarterly basis. The principal is payable on or before maturity date based on cash flow availability, the maturity date being on October 31, 2014. The loan is secured by a pledge of all Company owned assets. The first tranche of $75,000,000 was drawn in November 2009. The Company granted CPPIB 7,000,000 warrants exercisable before September 24, 2014, at a price of $10.75 per warrant. Transaction costs amounted to $7,099,000 including the fair value of $5,530,000 assigned to the warrants. The second tranche of $75,000,000 may be drawn on March 31, 2010, at the discretion of the Company. If the amount is drawn, CPPIB would receive an additional 5,500,000 warrants at an exercise price based on the 15-day volume weighted average price prior to drawdown plus a 30% premium.

Unsecured debt financing for $20,000,000 with Fonds de solidarité FTQ (“Fonds”). The loan bears an interest rate of 9.5% per annum payable semi-annually in shares or cash prior to commercial production and in cash thereafter. The principal is payable in a minimum of 48 equal monthly instalments commencing on the earlier of commercial production of the Canadian Malartic project or May 9, 2011. The loan has a seven-year term. The Company also granted Fonds 1,100,000 warrants exercisable within 60 months from closing at a price of $7.46. The Company may accelerate the exercise of warrants if the Company’s shares trade at a premium of 30% of the exercise price of the warrant until May 9, 2010 and 35% thereafter. A fair value of $341,000 was assigned to these warrants and included in transaction costs.

(ii) Senior non-guaranteed debenture for $75,000,000 with Société générale de financement du Québec (“SGF”), convertible at the discretion of SGF into the Company’s shares at a price of $9.18 per share. The debenture bears an interest rate of 7.5% per annum payable on a quarterly basis in shares until commercial production and in cash thereafter. The debenture has a five-year term maturing on November 9, 2014.

At initial recognition, the net proceeds after transaction costs of $1,554,000 amounted to $73,446,000. Of this amount, the liability and equity components represented $62,410,000 net of $1,320,000 transaction costs (included in debt issuance costs) and $11,036,000 net of $234,000 transaction costs respectively. The effective interest rate used is 11.5% representing the estimated market rate at closing that the Company would obtain for similar financing without the conversion option.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

11. Long-term debt (continued)

For the year ended December 31, 2009, an accretion of $221,000 was charged to mining assets.

(iii) Obligation under capital lease with CAT Financial Services Limited (“CAT”) in two tranches. Tranche A bears interest at one-month LIBOR plus 2.75%. The capital and interest are payable in 60 monthly instalments commencing on the day of delivery of the equipment. Tranche B bears interest at three-month LIBOR plus 2.75% and a credit spread based on the indicative pricing for a five-year medium term note. The capital and interest are payable in 15 quarterly instalments commencing on the day of delivery of the equipment. For Tranche B, the Company has chosen to prepay the capital and interest to cover the period starting from the delivery of the equipment until April 30, 2011 as a means to reduce its financing costs. Transaction costs for Tranche B amounted to $734,000 (US$693,000).

For the year ended December 31, 2009, an amount of $1,110,000 (2008 — loss of $1,008,000) was accounted for as unrealized foreign exchange gain on the translation of the obligation on the consolidated statement of operations including an unrealized exchange loss of $17,000 ( 2008 — gain of $12,000) on the debt issuance costs.

Both the secured debt financing with CPPIB and the senior non-guaranteed debenture with SGF include covenants that require the Company to maintain certain financial ratios. As at December 31, 2009 all such ratios were in conformity with the requirements.

The amount of principal of long-term debt payments required in each of the next years is as follows:

	Loans	Convertible debenture	Obligation under capital lease		Total
	$	$	$		$

2010	—	—	7,383		7,383
2011	33,333	—	3,641		36,974
2012	35,000	—	5,935		40,935
2013	20,000	—	6,675		26,675
2014	5,000	75,000	5,101		85,101
Thereafter	1,667	—	4,735		6,402

	95,000	75,000	33,470		203,470

Less: Imputed interest	—	—	(2,963	)	(2,963	)

	95,000	75,000	30,507		200,507

For the obligation under capital lease, imputed interest used is based on the December 31, 2009 one-month LIBOR plus 2.75% for Tranche A and the December 31, 2009 three-month LIBOR plus 2.75% and a credit spread of 0.55% for Tranche B.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

12. Asset retirement obligations

	2009		2008
	$		$

Balance — beginning of year	355		—

Accretion expense of asset retirement obligations	19		—
New liability	653		355
Liabilities settlement	(672	)	—

Balance — end of year	355		355

Current portion of asset retirement obligations	—		(355	)

Long-term portion of asset retirement obligations	355		—

The estimated undiscounted cash flow required to settle the asset retirement obligations is $860,000. A discount rate of 8.7% was used to estimate the disbursements which are expected to be made between 2021 and 2026.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

13. Share capital and warrants

Capital management

Capital is defined as shareholders’ equity and long-term debt, including the current portion and the debt issuance costs. The Company is currently developing its flagship asset, the Canadian Malartic project, which is expected to cost approximately $931,000,000 as per the Feasibility Study issued on November 25, 2008. The construction program is to be financed from cash resources on hand, following equity issues during the past three years and debt. The Company’s objective is to minimize the cost of capital while ensuring availability without restricting the Company’s upside exposure to the price of gold. In 2009, the Company has secured the necessary capital to fund the development of the Project by raising $841,000,000 in equity and $150,000,000 in debt with the option to draw another $75,000,000 in debt available in 2010.

	2009	2008
	$	$

Long-term debt	180,069	25,398
Shareholders’ Equity	1,112,302	267,269

	1,292,371	292,667

Common shares

Authorized

Unlimited number of common shares, without par value

Issued and paid

The following table details the changes in the Company’s common shares:

	2009			2008
	Number of shares	Amount		Number of shares		Amount
		$				$

Balance — beginning of year	166,472,945	256,450		160,423,193		246,999

Public offering(i)(iii)	109,911,250	485,860		—		—
Exercise of warrants(vi)	53,685,496	337,710		615,000		991
Exercise of options (note 14)	4,103,600	19,965		2,474,000		971
Flow-through private placement(ii)(v)(x)	1,551,290	14,124		2,916,725		11,740
Flow-through private placement (note 18)	—	(2,016	)	—		(4,476	)
Employee share purchase plan(ix)	44,008	302		—		—
Payment of interest(viii)	268,503	1,759		489,927		916
Donation(iv)	250,000	2,075		—		—
Purchased and cancelled	—	—		(445,900	)	(691	)

Balance — end of year	336,287,092	1,116,229		166,472,945		256,450

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

13. Share capital and warrants (continued)

Warrants

The following table details the changes in the Company’s warrants:

	2009				2008
	Number of warrants		Amount		Number of warrants		Amount
			$				$

Balance — beginning of year	15,130,000		17,164		17,380,000		19,481

Public offering(i)	44,275,000		37,800		—		—
Granted to lenders (note 11)	7,000,000		5,530		1,100,000		341
Exercised(vi)	(53,685,496	)	(48,029	)	(615,000	)	(253	)
Expired(vii)	(4,619,504	)	(6,594	)	(2,735,000	)	(2,405	)

Balance — end of year	8,100,000		5,871		15,130,000		17,164

(i) On February 25, 2009, the Company closed a public offering of 77,000,000 units at a price of $4.55 per unit for cash consideration of $350,350,000. Also, on the same day, the underwriters exercised in full the over-allotment option of 11,550,000 units at a price of $4.55 per unit for cash consideration of $52,553,000. Each unit consists of one common share and one-half common share purchase warrant. Each whole common share purchase warrant entitled the holder to acquire one common share at a price of $5.45 until November 17, 2009. From the total proceeds received, $39,888,000 was assigned to the warrants. Share issue expenses of $21,088,000 were incurred. Of this amount, $19,000,000 was assigned to the common shares and $2,088,000 to the warrants.

(ii) On June 26, 2009, the Company closed a non-brokered private placement with funds, certain accredited investors, employees and officers. The Company issued 1,216,000 flow-through shares at a price of $8.75 per share for gross proceeds of $10,640,000. Share issue expenses of $225,000 were incurred. The employees and officers have subscribed to the flow-through shares under the same terms and conditions set forth for all subscribers.

(iii) On September 1, 2009, the Company closed a public offering of 18,575,000 shares at a price of $7.00 per share for cash consideration of $130,025,000. The underwriters exercised in full the over-allotment option of 2,786,250 shares at a price of $7.00 per share for cash consideration of $19,504,000. Share issue expenses of $7,684,000 were incurred.

(iv) On November 25, 2009, the Company and Robert Wares, Executive Vice President, Chief Operating Officer and Founder of Osisko, announced a joint gift of common shares of the Company to McGill University in Montreal. The gift consists of 250,000 personal shares from Mr. Wares and 250,000 treasury shares from the Company. A value of $2,075,000 was assigned to the Company’s contribution and accounted for as General and administrative expenses.

(v) On December 18, 2009, the Company closed a non-brokered private placement with funds, certain accredited investors, employees and officers. The Company issued 335,290 flow-through shares at a price of $11.30 per share for gross proceeds of $3,789,000. Share issue expenses of $80,000 were incurred. The employees and officers have subscribed to the flow-through shares under the same terms and conditions set forth for all subscribers.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

13. Share capital and warrants (continued)

(vi) In 2009, 53,685,496 warrants were exercised for cash consideration of $289,681,000 and a fair value of $48,029,000 from these warrants has been reclassified from Warrants to Share capital. Last year, 615,000 warrants were exercised for cash consideration of $738,000 and a fair value of $253,000 from these warrants has been reclassified from Warrants to Share capital.

(vii) In 2009, 4,619,504 warrants expired without being exercised and a fair value of $6,594,000 from these warrants has been reclassified from Warrants to Contributed surplus. Last year, 2,735,000 warrants expired without being exercised and a fair value of $2,405,000 has been reclassified from Warrants to Contributed surplus.

(viii) In 2009, the Company issued 268,503 common shares at an average price of $6.55 per share for the payment of interest on its unsecured loan and debenture. Last year, 489,927 common shares were issued at a price of $1.87.

(ix) For the year ended December 31, 2009, 44,008 shares were issued under the Employee Share Purchase Plan for cash consideration of $302,000 including the Company’s contribution of $113,000. As at December 31, for the fourth quarter of 2009, 17,469 shares are to be issued.

(x) On September 30, 2008, the Company closed a non-brokered private placement of 2,916,725 flow-through shares at a price of $4.20 per share for gross proceeds of $12,250,000. Share issue expenses of $510,000 were incurred.

The following table summarizes information about the Company’s warrants outstanding:

	2009			2008
	Number of warrants		Weighted average exercise price	Number of warrants		Weighted average exercise price
			$			$

Balance — beginning of year	15,130,000		6.15	17,380,000		5.65

Public offering(i)	44,275,000		5.45	—		—
Granted to lenders (note 11)	7,000,000		10.75	1,100,000		7.46
Exercised(vi)	(53,685,496	)	5.40	(615,000	)	1.20
Expired(vii)	(4,619,504	)	7.89	(2,735,000	)	4.65

Balance — end of year	8,100,000		10.30	15,130,000		6.15

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

13. Share capital and warrants (continued)

The following table summarizes the Company’s warrants outstanding as at December 31, 2009:

Expiry date	Number of warrants	Exercise price
		$

May 9, 2013	1,100,000	7.46
September 24, 2014	7,000,000	10.75

	8,100,000

The warrants, when issued, are accounted for at their fair value determined by the Black-Scholes model based on the following weighted average assumptions:

	2009			2008

Average dividend per share	0		%	0		%
Volatility	87		%	60		%
Risk-free interest rate	1		%	3		%
Weighted average expected life	16 months			36 months
Weighted average fair value of warrants granted	$	0.89		$	0.31

Income (loss) per share

	2009			2008

Basic weighted average number of common shares outstanding	260,180,000			162,450,000
Effect of dilutive warrants	—			2,181,000
Effect of dilutive share options	—			3,436,000
Effect of dilutive debenture	—			—

Diluted weighted average number of common shares outstanding	260,180,000			168,067,000

Basic and diluted net income (loss) per share	$	(0.08	)	$	0.01

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

13. Share capital and warrants (continued)

Employee share purchase plan

The shareholders of the Company approved on May 8, 2008 the establishment of an employee share purchase plan (the “Plan”). Under the terms of the Plan, the Company contributes an amount equal to 60% of the eligible employee’s contribution towards the acquisition of shares from the treasury on a quarterly basis. A maximum of 5% of the issued and outstanding common shares are reserved for issuance under the Plan.

Eligible employees may contribute up to the lower of 10% of their basic annual gross salary or $15,000 in any given year. The number of common shares issued to insiders of the Company within one year and issuable to insiders of the Company at any time under the plan or combined with all other share compensation arrangements, cannot exceed 10% of the issued and outstanding common shares. The share price for the shares to be issued each quarter will be determined by the 20-day trading average at the end of each such quarter. The Company’s contribution will vest on every January 1st of the calendar year following their issuance.

Normal course issuer bid

On October 17, 2008, the Toronto Stock Exchange (the “TSX”) accepted the Company’s notice of intention to make a normal course issuer bid (the “Notice”). Under the terms of the Notice, the Company may acquire up to 11,669,526 of its common shares, representing approximately 10% of the public float of the Company’s as at October 15, 2008. The normal course issuer bid terminated on October 20, 2009.

In 2008, the Company purchased 445,900 of its own shares for cancellation for a cash consideration of $764,000 in connection with its normal course issuer bid. Share capital has been reduced by the average issue price per share before buy-back of $1.55 per share totalling $691,000 with the resulting premium on redemption of $73,000 having been charged to deficit.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

14. Share options

The following table summarizes information about the Company’s stock options outstanding:

	2009			2008
	Number of options		Weighted average exercise price	Number of options		Weighted average exercise price
			$			$

Balance — beginning of year	10,043,100		3.68	9,417,100		3.20

Granted	3,680,000		7.43	3,105,000		2.41
Exercised	(4,103,600	)	3.22	(2,474,000	)	0.25
Cancelled	—		—	(5,000	)	4.18

Balance — end of year	9,619,500		5.30	10,043,100		3.68

Options exercisable — end of year	5,653,670		4.70	6,700,600		3.96

In 2009, 4,103,600 options were exercised for cash consideration of $13,223,000 and a fair value of $6,742,000 from these options has been reclassified from Contributed surplus to Share capital. Last year, 2,474,000 options were exercised for cash consideration of $632,000 and a fair value of $339,000 from these options has been reclassified from Contributed surplus to Share capital.

In 2008, 5,000 options were cancelled without being exercised.

The following table summarizes the Company’s stock options as at December 31, 2009:

	Options outstanding		Options exercisable
Exercise price	Number	Weighted average remaining contractual life (years)	Number	Weighted average remaining contractual life (years)
$

1.97	10,000	3.8	5,000	3.8
2.20	2,518,833	3.7	1,597,168	3.7
4.18	280,000	3.4	173,334	3.4
5.20	186,667	4.3	53,333	4.3
5.325	1,030,000	2.3	1,030,000	2.3
5.46	2,025,000	2.4	2,025,000	2.4
5.50	100,000	0.5	100,000	0.5
5.61	30,000	4.2	10,000	4.2
5.88	189,000	4.4	55,666	4.4
6.72	375,000	4.5	125,000	4.5
7.80	2,875,000	4.8	479,169	4.8

	9,619,500		5,653,670

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

14. Share options (continued)

The options, when granted, are accounted for at their fair value determined by the Black-Scholes model based on the vesting period and on the following weighted average assumptions:

	2009			2008

Average dividend per share	0		%	0		%
Volatility	67		%	60		%
Risk-free interest rate	2		%	3		%
Weighted average expected life	36 months			36 months
Weighted average fair value of options granted	$	3.36		$	1.02

The shareholders of the Company approved the adoption of a new stock option plan (the “Option Plan”) on May 8, 2008. The options outstanding under the old stock plan were continued under the new Option Plan. The Option Plan is offered to directors, officers, management, employees and consultants. Options may be granted at an exercise price determined by the Board of Directors but shall not be less than the closing market price of the common shares of the Company on the TSX on the day prior to their grant. No participant shall be granted an option which exceeds 5% of the issued and outstanding shares of the Company at the time of granting of the option. The number of common shares issued to insiders of the Company within one year and issuable to the insiders of the Company at any time under the Option Plan or combined with all other share compensation arrangements, cannot exceed 10% of the issued and outstanding common shares. The duration and the vesting period are determined by the Board of Directors. However, the expiry date may not exceed 10 years after the date of granting.

15. Contributed surplus

The following table details the changes in the Company’s contributed surplus:

	2009		2008
	$		$

Balance — beginning of year	18,007		11,800

Stock-based compensation	6,413		4,141
Fair value of options exercised	(6,742	)	(339	)
Fair value of warrants expired	6,594		2,405

Balance — end of year	24,272		18,007

Stock-based compensation for the years ended December 31, 2009 and 2008 has been included in the undernoted items in the consolidated financial statements as follows:

	2009	2008
	$	$
Expenses
Stock-based compensation	3,958	1,808
Mining assets
Asset under construction and mineral properties	2,455	2,333

	6,413	4,141

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

16. Cash flow information

	2009		2008
	$		$
Change in non-cash working capital items
Increase in accounts receivable	(3,955	)	(2,771	)
Decrease (increase) in other current assets	442		(1,172	)
Increase in accounts payable and accrued liabilities	11,143		4,647

	7,630		704

Non-cash transactions
Unrealized exchange gain allocated to other current assets	—		144
Other current assets reclassified to debt issuance costs	734		—
Equipment under capital lease acquired	26,631		5,559
Mineral properties reclassified to property, plant and equipment	—		941
Amortization allocated to mining assets	1,300		771
Amortization of debt issuance costs allocated to mining assets	560		92
Accrued interest allocated to mining assets	383		340
Unrealized exchange gain allocated to accounts payable and accrued liabilities	44		—

Supplementary cash flow information
Interest paid in cash	2,066		123
Refundable tax credits and mining duties received	10,541		8,092

For the year ended December 31, 2009, the Company acquired property, plant and equipment amounting to $343,000 (2008 — $1,883,000).

For the year ended December 31, 2009, the Company’s investments in asset under construction and mineral properties amounted to $285,549,000 (2008 — $123,664,000) of which an amount of $276,154,000 (2008 — $120,260,000) has been paid. Also, the Company accrued refundable tax credits and mining duties of $12,153,000 (2008 — $13,015,000).

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

17. Related party transactions

Related party transactions occurred in the normal course of business and were recorded at the exchange value, which is the consideration determined and agreed to by the related parties.

The Company entered into the following transactions with officers or companies owned by officers:

	2009	2008
	$	$

General and administrative expenses (office rent) paid to a company controlled by an officer	131	131
General and administrative expenses (office rent) charged to a significant shareholder	34	93
Property, plant and equipment rebilled by a significant shareholder, at cost	94	—

A security deposit of approximately $382,000 is pledged against the long-term lease entered into with a company controlled by an officer. The security deposit is equal to approximately two years’ rent and may be applied to the initial five-year lease in case of default of payment and is accounted for as Other current assets.

18. Income taxes

Future income tax liability

In 2008 and 2007, the Company issued 2,916,725 flow-through shares for gross proceeds of $12,250,000 and 3,333,333 flow-through shares for gross proceeds of $25,000,000, respectively. Under the flow-through share agreements, the Company agreed to renounce $12,250,000 and $25,000,000 in 2009 and 2008, of qualifying expenditures to the investors effective December 31, 2008 and December 31, 2007, although under Canadian tax law, the expenditures may actually be incurred up to December 31, 2009 and December 31, 2008.

Under CICA EIC-146, Flow-Through Shares, the Company is required to record a provision at the time the actual renunciation forms are filed with the tax authorities, by an increase in the share issue expenses relating to the flow-through shares, for the future income taxes related to the tax deductions the Company has forgone. The Company has estimated that the future income taxes recorded at the time of renunciation are approximately $2,016,000 and $4,476,000. Consequently, the Company has recognized share issue expenses and an increase in future income tax liability of $2,016,000 and $4,476,000 at the time of renunciation.

The Company has future income tax assets related to loss carry-forwards and deductible temporary differences that it had not recognized in previous years, as a result of applying the “more likely than not” test. The taxable temporary differences which arose through the issuance of the flow-through shares in 2008 and 2007 are expected to reverse, so that part of the unrecognized future income tax assets can be applied against the full taxable temporary differences. Accordingly, the Company has recognized that portion of its unrecognized future income tax assets by reversing a valuation allowance of $2,016,000 and $4,476,000 in the consolidated statement of operations in the first quarter of 2009 and 2008 respectively.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

18. Income taxes (continued)

Income tax balances

(a) The provision for income taxes presented in the consolidated financial statements differs from what would have resulted from applying the combined federal and provincial tax rate of 30.9% for 2009 and 2008 as a result of the following:

	2009		2008
	$		$

Loss before incomes taxes	(22,770	)	(3,013	)

Combined income tax	(7,036	)	(931	)
Impact of changes in tax rate of future income taxes	20		(918	)
Portion of capital loss not deductible	1,134		—
Stock-based compensation	1,883		1,186
Non-deductible expenses	744		—
Non-taxable refundable credit	(715	)	(960	)
Other	341		75
Valuation allowance	1,613		(2,928	)

	(2,016	)	(4,476	)

(b) Future income taxes

	2009		2008
	$		$
Assets
Mining assets	52		1,671
Asset retirement obligations	95		95
Non-capital losses carried forward	12,577		4,844
Capital losses carried forward	—		217
Share and debt issue expenses	7,781		2,636
Donation	2		—

Liabilities
Investments	(166	)	—
Mining assets	(5,739	)	(3,971	)
Unrealized foreign exchange gain	(21	)	(614	)

	14,581		4,878

Valuation allowance	(14,581	)	(4,878	)

	—		—

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

18. Income taxes (continued)

		$

Years ending December 31, 2010		251
2014		733
2015		714
2026		3,565
2027		5,926
2028		10,114
2029		25,450

(d) The unamortized balance of share and debt issue expenses for tax purposes amounting to $32,785,000 is deductible over the next four years.

19. Commitments

The Company’s obligations under various contracts are as follows:

	2010	2011	2012	2013	2014 and thereafter
	$	$	$	$	$

Operating leases	425	415	385	300	295

Canadian Malartic project

As at December 31, 2009, the total purchase commitments on the construction of the Canadian Malartic project amount to $200,515,000. To secure certain orders, the Company granted to suppliers letters of credit of $16,134,000 and US$8,854,000 and deposits totalling US$8,305,000.

Exploration

The Company is committed to incur Canadian exploration expenditures of $14,429,000 by December 31, 2010 and to transfer these expenditures to the subscribers of its flow-through shares underwritings completed in 2009. As at December 31, 2009, approximately $9,000,000 has been incurred against this commitment.

The Company is committed to spend $83,000,000 in exploration expenditures over a four-year period, in connection with the options and joint venture agreements signed in 2009.

Sustainability fund

The Company created the “Fonds Essor Malartic Osisko”, a sustainable development fund for the Town of Malartic. The fund is managed by a board of directors comprising seven individuals, including two from the Company. The Company has pledged an initial contribution of 300,000 shares which are to be held in escrow until attainment of certain project milestones, and cash contributions of $150,000 will be made annually during the Canadian Malartic operations. The shares will be issued and contributions will be made upon the fund receiving government designation as a charitable foundation.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

19. Commitments (continued)

Installation of a new 120 kV electrical transmission line for the Canadian Malartic project

The Company has signed an agreement with Hydro-Québec for the installation of a new electrical transmission line for the Project. The power line will be the property of Hydro-Québec, which will be in charge of the engineering, construction and commissioning. Hydro-Québec will initially incur the installation costs, and the Company is committed to using the electricity line up to an amount to cover the total cost of installation, which is currently estimated at $18,600,000 including interest calculated at 5.69% amounting to $3,300,000. If the Company does not use the power line, it is required to pay this amount in no more than five annual instalments starting in September 2011. The Company has secured this agreement with a letter of credit.

20. Financial instruments

Financial risk factors

The Company’s activities are exposed to financial risks: market risks (including interest rate risk and foreign currency risk), credit risk and liquidity risk.

(a) Market risks

(i) Fair value

The fair value of financial instruments as at December 31, 2009 and 2008 is summarized as follows:

	2009		2008
	Carrying amount	Fair value	Carrying amount	Fair value
	$	$	$	$

Financial liabilities

Other liabilities
Long-term debt	189,458	192,877	26,211	25,771

Fair value estimates are made at the balance sheet date, based on relevant market information and other information about the financial instruments. The fair value of other financial assets and financial liabilities approximates their carrying amount.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

20. Financial instruments (continued)

(ii) Fair value hierarchy

The following table summarizes the fair value hierarchy under which the Company’s financial instruments are valued.

Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes inputs other than quoted prices included in Level 1 that are observable for the assets or liability, either directly or indirectly; and Level 3 includes inputs for the asset or liability that are not based on observable market data. For those fair value measurements included in Level 3 of the fair value hierarchy, a reconciliation from the beginning balances to the ending balances has been provided.

	Assets measured at fair value
	2009
	Level 1	Level 2	Level 3	Total
	$	$	$	$
Held for trading
Bank balances and cash on hand	381,971	—	—	381,971
Investments in warrants	—	—	975	975

	381,971	—	975	382,946

Available for sale
Investments in common shares	1,755	—	—	1,755

	1,755	—	—	1,755

	Reconciliation of long-term investments
	measured at fair value
	based on Level 3 inputs
	2009
	$

Balance - beginning of year	—
Acquisition	1,000
Change in fair value	(25	)

Balance - end of year	975

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

20. Financial instruments (continued)

(iii) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. Cash and cash equivalents, short-term investments, restricted cash and cash collateral investments bear interest at fixed rates.

Other current financial assets and financial liabilities are not exposed to interest rate risk because they are non-interest bearing, except for the security deposit of $382,000 which bears interest at a fixed rate.

The loans and the debenture bear interest at a fixed rate and are not exposed to interest rate risk. The capital lease obligation is subject to market sensitivity of the London Inter-Bank Offer Rate (the “LIBOR”). For 2009, a fluctuation of 5% to 10% of the LIBOR rate would have a non-significant impact on the financial statements.

The Company does not use derivatives to mitigate its exposure to interest rate risk.

(iv) Foreign currency risk

The Company is exposed to currency fluctuations in the acquisition of mining equipment manufactured outside of Canada and concluded in foreign currencies. The Company is often required to place deposits against future commitments. As at December 31, 2009, the Company has commitments of US$82,263,000 and €916,000 for the acquisition of mining equipment.

Also, the Company holds balances in cash and cash equivalents, restricted cash, cash collateral investments, accounts receivable, accounts payable and accrued liabilities, and obligation under capital lease in various currencies and is therefore exposed to gains or losses on foreign exchange. The Company does not use derivatives to mitigate its exposure to foreign currency risk.

As at December 31, 2009, the balances in foreign currencies were as follows:

	US dollars		Euro		Brazilian real

Cash and cash equivalents	19,966		—		69
Restricted cash	3,645		—		—
Cash collateral investments	5,209		—		—
Accounts receivable	8,305		—		—
Accounts payable and accrued liabilities	(4,413	)	(3	)	—
Obligation under capital lease	(29,149	)	—		—

Net balance	3,563		(3	)	69

Equivalent in Canadian dollars	3,729		(5	)	41

Based on the balances as at December 31, 2009, a 5% fluctuation in the exchange rates on that date would have resulted in a variation of approximately $188,000 in net income.

Osisko Mining Corporation

(a development stage company)

Notes to Consolidated Financial Statements

December 31, 2009 and 2008

(tabular amounts expressed in thousands of dollars)

20. Financial instruments (continued)

(b) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, short-term investments, restricted cash, cash collateral investments and accounts receivable. The Company has reduced its credit risk by investing its cash and cash equivalents, short-term investments, restricted cash and cash collateral investments in guaranteed investment certificates, Treasury bills, banker’s acceptances and commercial paper issued by Canadian chartered banks and Canadian and provincial governments. Also, as the majority of its receivables are with the governments of Québec and Canada in the form of sales tax and government incentives, the credit risk is minimal.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet the obligations associated with its financial liabilities. As at December 31, 2009, the Company had enough funds available to meet its financial liabilities and future financial liabilities from its commitments for the current year.

The following table summarizes the Company’s financial liabilities as at December 31, 2009:

	Less than three months	Between three months and one year	More than one year
	$	$	$

Accounts payable and accrued liabilities	45,452	595	—
Long-term debt	5,265	890	183,303

	50,717	1,485	183,303

21. Comparative figures

Certain comparative figures have been reclassified to conform to the presentation adopted for the year ended December 31, 2009.

Management’s Discussion and Analysis

For the years ended December 31, 2009 and 2008

OSISKO MINING CORPORATION

Introduction

This report, prepared by the officers of Osisko Mining Corporation (“Osisko” or the “Company”), presents an analysis of results of operations and of the financial condition of the Company for the year ended December 31, 2009 with comparative notes and comments to the previous year. This report, dated February 16, 2010, should be read in conjunction with the audited consolidated financial statements of the Company for the years ended December 31, 2009 and 2008, including the related note disclosure.

The consolidated financial statements for the year ended December 31, 2009 have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and have been audited by the Company’s independent auditors.

Management is responsible for the preparation of the consolidated financial statements and other financial information relating to the Company included in this report. All monetary amounts included in this report are expressed in Canadian dollars, unless otherwise noted.

PricewaterhouseCoopers LLP, our independent auditors, were mandated to express an opinion on the consolidated financial statements. Their audit was conducted in accordance with Canadian generally accepted auditing standards, and includes tests and other procedures which allow the auditors to report whether the financial statements prepared by management are presented fairly in accordance with GAAP.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting. In furtherance of the foregoing, the Board has appointed an Audit Committee composed of three directors, who are independent and not members of management. The 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 financial statements to the Board of Directors for its consideration and approval for issuance to shareholders. On the recommendation of the Audit Committee, the Board of Directors has approved the Company’s financial statements.

On May 8, 2008, the shareholders of the Company approved a name change of Osisko Exploration Ltée to Osisko Mining Corporation, effective June 13, 2008.

2009 Highlights

· Obtained Government’s authorizations to proceed with Canadian Malartic Development Project.

· Secured equity and debt financings of $1.1 billion.

· Canadian Malartic site construction release — August 27, 2009.

· A 42.8% increase in reserves to 8.97 million ounces gold (245.8 million tonnes at 1.13 g/t Au) with the definition drilling of the Barnat deposit and extension to the Canadian Malartic Project.

· Share price increased by 132% to $8.46.

· Market capitalization increased to $2.8 billion, 368% increase.

· New exploration agreements concluded with parties in Québec, Ontario and Nova Scotia.

· Near completion of the Malartic relocation program.

Our Business

Osisko, incorporated under the Canada Business Company’s Act, is focused on acquiring, exploring and developing gold properties, with the aim of becoming a leading mid-tier gold producer. The Company’s activities are currently focused in Northern Québec, Canada, at its flagship Canadian Malartic property. The Company holds 230 km2 of prospective land in the prolific gold area located within the Malartic-Cadillac area. Québec is recognized as one of the most advantageous places in the world to conduct mineral activity based on government’s support for the industry, tax regime, political stability, electrical power infrastructure and availability of skilled workforce. The Canadian Malartic Project (the “Project”) is easily accessible by road, being located near highway 117, and is also serviced by a railway. The greater Malartic area produced some 8.7 M ounces of gold during the period from 1935 to 1983.

Canadian Malartic Project

On November 25, 2008, the Company tabled a positive Feasibility Study (the “Study”) for its 100% owned Canadian Malartic Project located in Malartic, Québec. The Study was compiled based on the proven and probable ore reserves known at the time of 183.3 million tonnes at 1.07 g/t Au (based on 0.36 g/t Au cut-off), for an estimated 6.3 million ounces of gold contained. The study included modeling of an optimized engineered pit using a base case gold price of US$775 per ounce.

Summary highlights of the Study are shown in the table below (dollar amounts in US):

Proven and Probable Gold reserves (oz)	6,283,000
Estimated Net Recoverable Gold (oz)	5,397,000
Average Annual Gold Production (oz)	591,000
Average Annual Silver Production (oz)	754,000
Cash Cost per ounce
· before royalties	$	320
· with royalties, net of silver revenues	$	319
Total Investment (CAPEX)	$	789 M
CAPEX per recoverable oz	$	146
Sustaining Capital	$	95 M
Closure Costs	$	45 M
Mine Life	10 years

The initial capital investment program amounts to US$789 million (Canadian dollar equivalent based on $1.18 exchange rate) and is summarized below:

	US$M	CA$M
Mining · Equipment	100.1	118.1
· Pre-production	36.6	43.2
· Total	136.7	161.3
Mineral Processing Plant	348.0	410.6
Tailings and Water Management	15.3	18.1
Electrical and Communication	19.5	23.0
Administration Buildings and Infrastructure	29.7	35.0
Community Development and Relocation Program	87.0	102.7
Indirects	72.7	85.8
Owner’s Costs	14.5	17.1
Sub-total	723.4	853.6
Contingency	65.6	77.4
Total	789.0	931.0

The plant design is a conventional cyanidation and carbon-in-pulp plant with a nominal throughput capacity of 55,000 tonnes per day (20 million tonnes per annum) based on 92% plant availability. Commercial production is estimated to be achieved in the second quarter of 2011.

The entire NI-43-101 Technical Report on the feasibility study is available on www.sedar.com and on the Company’s corporate website www.osisko.com.

Subsequent to issuing the Study, Osisko has continued its drilling program which has led to the discovery of the South Barnat deposit and the discovery of additional reserves at the main Canadian Malartic deposit. On February 10, 2010, the Company issued a new updated ore reserve based on the additional drilling information and an increase in base case gold price to US$825, reflecting the improved gold market conditions. The new reserve results in an increase of 2.69 million ounces or 42.8% increase relative to the previously published study. Mine life has also been extended by 25% to 12.2 years. The operating cost profile will be reviewed in 2010.

The table below shows the new reserve and resource statement for the Canadian Malartic Project:

Reserve and resource estimates using base case US$825 engineered pit shell

with 0.34 g/t Au lower cut-off grade

Category	Tonnes (M)	Grade (g/t Au)	Au (M oz)
Proven Reserves	28.4	0.92	0.84
Probable Reserves	217.4	1.16	8.13
Proven & Probable Reserves	245.8	1.13	8.97
Indicated Resources	70.4	0.99	2.23
Inferred Resources	20.0	0.73	0.47

The updated summary of the annual mine production plan at the previously-established milling rate of 55,000 tonnes per day is as follows:

New Annual Mine Production Estimates based on 55,000 TPD Mill Rate

Period	Ore Mined (000 t)	Waste Mined (000 t)	Strip Ratio	Mill Feed* (000 t)	Grade (g/t Au)	Processed Gold (oz)	Recovery (%)	Recovered Gold (oz)
Pre-prod.	2,244	11,568	5.16	0	0	0	0	0
2011	17,011	40,533	2.38	15,056	1.18	568,965	86.5	492,394
2012	20,258	57,152	2.82	20,075	1.22	788,857	87.2	687,506
2013	22,967	54,441	2.37	20,075	1.26	814,023	87.4	711,812
2014	20,473	56,879	2.78	20,075	1.24	798,723	87.0	694,606
2015	20,155	57,354	2.85	20,075	1.13	732,352	85.7	627,503
2016	23,154	53,876	2.33	20,075	1.10	709,148	85.0	602,822
2017	20,625	49,433	2.40	20,075	0.97	625,547	83.6	522,970
2018	21,115	48,628	2.30	20,075	1.06	686,467	85.5	586,651
2019	20,809	33,848	1.63	20,075	1.14	738,660	87.2	643,886
2020	22,316	30,226	1.35	20,075	1.26	813,303	87.3	709,715
2021	25,029	16,817	0.67	20,075	1.29	833,849	87.0	725,056
2022	9,689	5,617	0.58	20,073	1.04	672,359	84.4	567,586
2023	0	0	0	9,966	0.57	183,582	80.9	148,428
Total/avg.	245,845	516,372	2.10	245,845	1.13	8,965,835	86.1	7,720,935

*Mill feed in a given year may include stockpiled ore.

The expansion of the pit will require the relocation of a highway. The Company has initiated discussions with representatives of the Town of Malartic and the Québec Government.

Environmental Impact Assessment and Permitting

Osisko submitted its environmental impact assessment study for its Project to Québec’s Ministère du Développement durable, de l’Environnement et des Parcs (the “MDDEP”) on September 4, 2008.

The Company completed the public inquiry and hearings conducted by the Bureau d’audiences publiques en environnement (the “BAPE”). Following extensive public consultations held in Malartic in March and April 2009, detailed analysis of Osisko’s Environmental Impact Assessment Report for the Project and other submissions, the BAPE recommended to the MDDEP on July 3, 2009, that the Project could be developed, subject to certain recommendations, and in a manner that meets Québec’s sustainability objectives.

On August 20, 2009, the Government of Québec announced that the Conseil des ministres had approved the order-in-council authorizing the completion of the Project. Following this key milestone, the Company received the necessary permits to allow for the construction release on August 27, 2009.

The Company officials continue to work with the governmental authorities to secure all additional necessary permits to allow for full commercial mining operations.

Project Advancement

Osisko Development Team has been pursuing the construction and development of the Project since October 2007 with the preparation of the Feasibility Study, the procurement of long-lead items and the execution of the relocation program. At the mine site, construction activities began on August 27, 2009, following the receipt of the necessary authorizations.

Significant progress has been made on the Project, including:

· Near completion of the relocation of the southern sector of the town;

· Construction of six institutional buildings providing the residents of Malartic with modern school, health and community infrastructures;

· Awarding of the majority of supply contracts for equipment and services;

· Pouring of 22,000 cubic metres of concrete for the foundation of the administration, warehouse and mine service building;

· Construction of the administration and maintenance facility;

· Erection of mill steel;

· Receipt of a RH340 O&K shovel, and three 240-tonne CAT 793F haul trucks;

· Excavation of the crushing facility site;

· Construction of various roads and basins for water management.

At the end of December 2009, outlays on the Project amounted to $403.9 million, representing 43% of the $930.9 million budget. The Project remains on target to achieve completion in the second quarter of 2011, and within the original estimated budget. The Company’s Senior Management reviews the forecast of completion on a regular basis as part of its project management procedures.

The Company is in the process of recruiting its workforce to operate the mine. It is estimated that the mine will employ 465 individuals. Although the market for attracting mine personnel is very competitive, Osisko believes that it will be able to hire the necessary staff due to the location of the mine, the expected mine life and the modern mining operations. To date, the Company has received approximately 12,000 applications from those seeking employment at the Project.

Community Relations

Since the commencement of its exploration activities, the Company has maintained an active community relation program. The program includes:

· Extensive consultation with respect to relocation program and the Project;

· Maximization of the economic benefit from the Project to Malartic, the Abitibi-Témiscamingue region and Québec based enterprises;

· Support of local and regional activities through Fonds Essor Malartic Osisko;

· Maintaining a community outreach office downtown Malartic.

The Company has also an independent community based monitoring committee to act as liaison between the Project and the various stakeholders.

Exploration Summary

At the end of the year ended December 31, 2009, the Company had five other properties in its portfolio in addition to Canadian Malartic. The table below does not include the Duparquet property deal, which was signed in late 2009 and for which no exploration work was done before year-end:

Property	Metal	No. of Claims/ Permits	Interest	Property Status	Activity in 2009

Canadian Malartic*	Au	121	100%	Active	Drilling/Development

Cadillac	Au	241	100%	Active	Sampling

East Amphi	Au	85	100%	Active	Drilling

Malartic CHL	Au	10	Option 70%	Active	Drilling

Dunn	Au	51	Option 50%**	Active	Geophysics

Mountjoy	Au	105	Option 50%**	Active	Geophysics

* Includes Gouldie and South Barnat deposits

** Options can be increased to 65% for Dunn and 60% for Mountjoy

During 2009, 181,477 metres of drilling were completed, resulting in a total of 684,474 metres drilled on the Project since Osisko’s involvement commenced in March 2005. The drilling summary is as follows:

	Fourth Quarter 2009		2009		2008
	No. Holes	Metres	No. Holes	Metres	No. Holes	Metres
Canadian Malartic	18	2,861	176	32,114	297	73,848
South Barnat	13	2,348	433	97,375	465	110,241
Regional Exploration	0	0	39	12,413	23	5,590
Malartic CHL	39	11,319	39	11,319	101	19,746
East Amphi	0	0	13	4,535	—	—
Gouldie	0	0	85	19,500	9	2,296
Western Porphyry	14	4,221	14	4,221	—	—
Total	84	20,749	799	181,477	895	211,721

Strategic Investment in Bowmore Exploration Ltd.

On July 3, 2009, the Company closed a strategic investment in Bowmore Exploration Ltd. (“Bowmore”) through an investment of $3.0 million of a $4.2 million non-brokered private placement. At the closing date, Osisko owned 15,000,000 common shares (39.1%) of the 38,364,984 shares of Bowmore and 22,500,000 common shares (40.4%) of the shares outstanding on a fully diluted basis. Furthermore, Osisko has appointed two nominees to Bowmore’s five member board of directors.

Osisko has taken another step towards achieving its objective to grow the Company’s asset base by collaborating with Bowmore to advance a number of grassroots gold exploration opportunities in northern Mexico and Québec.

Dunn Gold Property (Midland Exploration Inc.)

On August 11, 2009, Osisko entered into an option agreement with Midland Exploration Inc. (“Midland”) for the Dunn Gold Property. The property consists of 51 claims in the Clericy and La Pause Townships near Rouyn-Noranda, Abitibi region, Québec. Under the terms of the agreement, Osisko can acquire 50% in the property over a three-year period in consideration of (i) cash payments of $140,000, including $50,000 on signing; and (ii) $1.3 million in exploration outlays, including a minimum of $320,000 in the first year.

Mountjoy Gold Property (Claim Post Resources Inc.)

In September 2009, Osisko entered into an option agreement with Claim Post Resources Inc. (“Claim Post”) for the Mountjoy gold property. The property consists of 105 claims in Mountjoy townships, near Timmins, Ontario.

Osisko has also made a $200,000 private placement into Claim Post by subscribing for 2 million common shares, equivalent to a 9.9% interest in the company.

Goldboro (Orex Exploration Inc.)

In November 2009, the Company signed an option agreement with Orex Exploration Inc. (“Orex”) for the Goldboro property, located in Guysborough County, Nova Scotia.

Under this agreement, the Company can acquire a 50% interest in the Goldboro property during a four-year period in consideration of (i) a total of $8,000,000 in exploration expenditures and (ii) making a private placement for 13,000,000 units at a price of $0.10 into the capital of Orex. Each unit consists of one common share and one transferable common share purchase warrant. Each transferable common share purchase warrant entitles the holder to acquire one common share for $0.125 for a period of three years. Upon acquiring a 50% interest in the Goldboro property, the Company will have the option to acquire another 10% by delivering a prefeasibility study on or before the sixth anniversary of the agreement.

The Company will be the operator during the option period.

Duparquet Camp (Clifton Star Resources Inc.)

On November 16, 2009, the Company entered into a joint venture agreement with Clifton Star Resources Inc. (“Clifton”) to acquire a 50% interest in several options’ agreements/claims in the former gold producing Duparquet camp. Under the terms of the agreement, Osisko is required to spend:

2010	$	15.0 M	(minimum)
2011	$	15.7 M
2012	$	23.6 M
2013	$	15.7 M
	$	70.0 M

Osisko will be the operator of the Project. In addition, Osisko has agreed to extend loans to Clifton to fund options’ payment of $8.5 million for 24 months and $22.5 million for 36 months. These loans would carry interest at 5% per annum and can be converted into stock at Clifton’s choice. The Company had also extended a $6 million credit to be drawn prior to January 1, 2010 which was not utilized.

The following table outlines the total expenditures during the past years and cumulative investments.

(In thousands of dollars)	Canadian Malartic		East Amphi		Malartic CHL		Cadillac		Dunn		Goldboro	Castelo dos Sonhos
Balance 31/12/05	1,354		—		—		—		—		—	405
Expenditures	13,739		—		40		244		—		—	242
Tax Rebate	(3,748	)	—		(2	)	(100	)	—		—	—
Net Expenditures — 2006	9,991		—		38		144		—		—	242
Balance 31/12/06	11,345		—		38		144		—		—	647
Expenditures	50,416		8,542		927		318		—		—	218
Tax Rebate	(8,388	)	(84	)	(323	)	(76	)	—		—	—
Net Expenditures — 2007	42,028		8,458		604		242		—		—	218
Balance 31/12/07	53,373		8,458		642		386		—		—	865
Expenditures	143,369		330		1,820		14		—		—	276
Tax Rebate	(12,333	)	(75	)	(602	)	(5	)	—		—	—
Write-off	—		—		—		—		—		—	(1,141	)
Net Expenditures — 2008	131,036		255		1,218		9		—		—	(865	)
Balance 31/12/08	184,409		8,713		1,860		395		—		—	—
Expenditures	314,641		1,320		1,394		293		316		23	—
Tax Rebate	(10,972	)	(515	)	(621	)	(2	)	(43	)	—	—
Net Expenditures — 2009	303,669		805		773		291		273		23	—
Balance 31/12/09	488,078		9,518		2,633		686		273		23	—

The Company benefits from incentives of the Québec Government which provides cash reimbursements for outlays on eligible expenditures up to 42.8% of the outlay. During 2009, the Company recorded a benefit of $12.2 million ($13.0 million in 2008) under this program.

The details of the direct exploration outlays to date on various projects are as follows:

(in thousands of dollars)

Property	As at December 31, 2008	Exploration expenditures	Tax credits and mining duties		As at December 31, 2009
	$	$	$		$
*CANADA*

CANADIAN MALARTIC	43,520	24,395	(10,747	)	57,168
Drilling		13,403
Geology & Geophysics		3,001
Assaying		3,040
Sampling		1,864
Line cutting/Drill pad prep.		100
Surveying		138
Resources calculation		148
Management fees		1,552
Logistics		455
Stock-based compensation		484
Amortization		210

MALARTIC CHL	1,748	1,336	(620	)	2,464
Drilling		872
Geology & Geophysics		75
Assaying		150
Sampling		146
Line cutting/Drill pad prep		24
Surveying		7
Management fees		62

EAST AMPHI	454	1,285	(515	)	1,224
Drilling		1,001
Geology & Geophysics		72
Sampling		71
Line cutting/Drill pad prep		11
Surveying		3
Management fees		91
Logistics		36

CADILLAC	268	4	(2	)	270
Geology & Geophysics		3
Assaying		1

DUNN	—	121	(43	)	78
Geology & Geophysics		48
Line cutting/Drill pad prep		60
Management fees		13

GOLDBORO	—	23	—		23
Geology & Geophysics		23

	45,990	27,164	(11,927	)	61,227

Financial Summary

The following table summarizes selected financial data of the Company for the most recently completed fiscal years (In thousands of dollars, except for amounts per share):

Years ended December 31	2009		2008	2007
Cash(1)	790,187		95,655	182,078
Working Capital	760,400		92,689	183,476
Total Assets	1,338,773		318,192	264,394
Total Debt	180,069		25,398	—
Shareholders’ Equity	1,112,302		267,269	252,538
Net Income (Loss)	(20,754	)	1,463	(11,792	)
Net Income (Loss) per Share ($/Share)(2)	(0.08	)	0.01	(0.09	)
Weighted Average Shares Outstanding (000’s)
· Basic	260,180		162,450	131,740
· Diluted	260,180		168,067	131,740
Share Price ($/Share)(2)
· High	9.24		6.56	7.24
· Low	2.66		1.40	4.06
· Close	8.46		3.64	5.90
Price of Gold (average US$)	972		872	695
Closing Exchange Rate(3) (US$/Can$)	1.0466		1.2246	0.9881

(1) Includes cash and cash equivalents, restricted cash, short-term investments, and cash collateral investments.

(2) Net Income (Loss) per share and share price have been adjusted following the stock split.

(3) Bank of Canada Noon Rate

During the past two years, the Company has completed various equity issues totalling $870.0 million in 2009 ($13.6 million in 2008), and negotiated debt financing agreements of $225.0 million in 2009 ($20.0 million and US$83.0 million in 2008), which has lead to increase in cash, working capital and shareholders’ equity. The Company is still in developing stage and thus does not generate any operating revenue. Its sole source of revenue is interest earned on cash resources.

Quarterly Information

The selected quarterly financial information for the past eight financial quarters is outlined below

(in thousands of dollars, except for amounts per share):

	2009								2008
	Q4		Q3		Q2		Q1		Q4		Q3		Q2		Q1
	$		$		$		$		$		$		$		$

Cash (1)	790,187		454,136		399,438		449,163		95,655		138,620		154,764		163,148
Working Capital	760,400		427,515		369,612		443,336		92,689		126,027		137,974		167,408
Total Assets	1,338,773		878,803		740,232		704,955		318,192		315,072		290,933		267,703
Total Debt	180,069		25,729		26,078		25,343		25,398		23,935		19,189		—
Shareholders’ Equity	1,112,302		809,734		665,456		649,155		267,269		268,176		255,133		253,964
Net Income (Loss)	(8,384	)	(5,747	)	(5,816	)	(807	)	(2,081	)	(127	)	(1,016	)	4,687
Net Income (Loss) per Share	(0.03	)	(0.02	)	(0.02	)	0.00		(0.01	)	0.00		(0.01	)	0.03
Weighted Average Shares Outstanding (000’s)
· Basic	309,989		269,216		259,149		201,072		165,889		162,017		161,423		160,423
· Diluted	309,989		269,216		259,149		201,072		165,889		162,017		161,423		169,421
Share Price ($/Share)
· High	9.06		9.24		7.55		6.05		3.70		4.95		4.96		6.56
· Low	6.90		6.14		4.91		2.66		1.40		1.86		3.59		4.75
· Close	8.46		7.96		6.55		5.75		3.64		3.45		4.32		4.95
Price of Gold (average US$)	1,102		960		922		908		795		872		896		925
Closing Exchange Rate(2)(US$/Can$)	1.0466		1.0722		1.1625		1.2602		1.2246		1.0599		1.0186		1.0279

(1) Includes cash and cash equivalents, restricted cash, short-term investments, cash collateral investments, and deposit in escrow.

(2) Bank of Canada Noon Rate

The quarterly growth in assets results from the issuance of equity and the raising of debt financing to fund exploration and development activities.

Fourth Quarter Results

During the fourth quarter, the Company continued to pursue the development of the Canadian Malartic Project, with outlays totalling $110.8 million during the period. The Company has continued its efforts to build on its reserve/resource base through drilling on its direct owned properties and on earn-in projects.

The transaction with Orex (Goldboro property) was concluded in November 2009 resulting in a gain on investment of $1.4 million.

The Company also concluded an agreement with Clifton for the establishment of a joint venture to explore, and if warranted, to develop a gold project in the historic Duparquet mining camp.

The Company continued to raise the necessary funds to develop the Project. Approximately $440.8 million was raised mainly through the drawdowns on the debenture with Société générale de financement du Québec (“SGF”) for $75.0 million and on the debt financing with CPPIB Credit Investment Inc. (“CPPIB”) for $75.0 million and through the exercise of two series of warrants for $280.9 million and the completion of a flow-through financing for $3.5 million.

The financial results for the fourth quarter are as follows:

(In thousands of dollars)	Three-Month Ended December 31, 2009		Three-Month Ended December 31, 2008

Salaries & fringe benefits	3,951		2,502
General & administrative expenses	3,233		991
Stock-based compensation	1,957		502
Investor relations & corporate development	634		869
Amortization	159		223
Write off of mining assets	—		1,141

Loss before the following items	(9,934	)	(6,228	)
Interest Income	541		785
Foreign exchange gain (loss)	(483	)	4,103
Share of equity investee income	62		—
Gain on investments	1,430		—
Loss on disposal of mining assets	—		(741	)
Net loss for the period	(8,384	)	(2,081	)

The higher operating costs in the period are attributable to:

· Higher salaries and incentive payments reflecting the growth of the Company and the achievement in 2009;

· Higher stock based compensation due to the annual grant of options in November and the higher cost per option granted caused by higher share price;

· The donation of 250,000 shares to McGill University matching a donation of Robert Wares, Osisko’s COO, to fund new teaching positions and student scholarship programs at the Department of Earth and Planetary Sciences.

Listing on TSX

On November 15, 2007, the Company’s shares began trading on the Toronto Stock Exchange (TSX). The graduation from the TSX-Venture Exchange to the TSX reflects the Company’s evolution and provides a greater access to capital. The TSX is one of the world’s premier mining stock exchanges. The Company’s shares also trade on the Deutsche Boerse in Frankfurt, Germany. Effective March 23, 2009, the Company has been included on the S&P/TSX Composite Index as well as the S&P/TSX Global Gold Index and the S&P/TSX Global Mining Index.

The growth of the Company and the major public financings in 2009 has resulted in the Company’s market capitalization increasing substantially in 2009. The table below outlines the growth in the Company’s market capitalization.

Year-end	Number of Shares Outstanding	Price/Share ($/Share)	Market Capitalization ($ Millions)
2009	336,287,092	8.46	2,845.0
2008	166,472,945	3.64	606.0
2007	160,423,193	5.90	946.5
2006	114,147,642	5.535	631.8
2005	88,960,170	0.775	68.9

Gold Market

Although the Company is still in the development stage, the conditions of the gold market have significant impact on the Company. The ability to access capital is affected by the gold market and the evaluation of reserves and resources are based on long-term gold prices.

Since 2001, the price of gold has increased steadily from 30-year lows. The table below outlines the gold market conditions (pm fixed in US dollar):

Year	High	Low	Average	Close
2001	293	256	271	277
2002	349	278	310	347
2003	416	320	363	416
2004	454	375	409	436
2005	537	411	444	513
2006	725	525	604	632
2007	841	608	695	834
2008	1,011	713	872	870
2009	1,213	810	972	1,088

During 2009, average gold market price was $972 per ounce, representing a 11.5% increase in comparison to 2008 and a 137.7% growth in the past five years. Gold traded between US$810 and an all time high of US$1,213. Market sentiment remains very favourable for the gold market, mainly based on the following fundamentals:

· Increased demand for gold as an investment class asset;

· Decline in the value of the US$ against other currencies;

· Increase in U.S. budget deficit and the expectation of inflation;

· Continued geopolitical risks;

· Declining global production profile; and

· High deficit levels and indebtedness of Governments.

Statement of Operations

The Company is currently in the exploration and development stages and thus does not generate any revenue except for interest income on cash resources. During the year, Osisko incurred a loss of $20.8 million (loss of $0.08 per share) compared to a profit of $1.5 million (income of $0.01 per share) in 2008.

The $22.2 million loss increase from 2008 is mainly due to a $10.4 million variation in foreign exchange loss, higher salary, fringe benefits and stock based compensation due to increase level of staff and higher incentives, a $2.1 million donation in 2009 to McGill University, lower interest income and a reduction in future tax recovery.

Summary of the results are as follows:

(In thousands of dollars)	2009		2008		Variance
Salaries & fringe benefits	7,762		4,665		3,097
General & administrative expenses	6,143		2,453		3,690
Stock-based compensation	3,958		1,808		2,150
Investor relations & corporate development	2,907		2,251		656
Amortization	363		375		(12	)
Write off of mining assets	—		1,141		(1,141	)
Loss before the following items	(21,133	)	(12,693	)	(8,440	)
Interest Income	1,709		4,589		(2,880	)
Foreign exchange gain (loss)	(4,578	)	5,832		(10,410	)
Share of equity investee income	(198	)	—		(198	)
Gain on investment	1,430		—		1,430
Loss on disposal of mining assets	—		(741	)	741
Loss before income taxes	(22,770	)	(3,013	)	(19,757	)
Future Income Tax Recovery	2,016		4,476		(2,460	)
Net Income (Loss)	(20,754	)	1,463		(22,217	)

The 66.4% increase in salaries and benefits is due to increase in personnel hired to support the growth of the Company as it moves from the exploration stage to development and operations, as well as higher incentive payouts following the strong performance of the Company in 2009.

The general and administrative costs increase mainly as a result of the $2.1 million share donation to McGill University, matching the Company’s Executive Vice President and COO’s personal donation to fund new teaching positions and student scholarship programs at the Department of Earth and Planetary Sciences, as well as increased activities of the Company.

Stock based compensation increased by $2.2 million due to the amortization of the 2008 grant for a full year, and the 2009 grant. The average cost of options has increased from $1.02 to $3.36 mainly due to the increase in share price.

Investor relations and corporate development costs increase by 29.1% as the Company sought additional capital to fund the development of the Canadian Malartic Project.

In 2008, following the evaluation of the future potential of the property, the Company reduced the carrying value of its Brazilian subsidiary holding the Castelos dos Santos Project for $1.1 million.

Interest income reduced by $2.9 million despite higher cash balances reflecting the refuelling of the economy by low cost debt stimulus of governments.

The $10.4 million variation in foreign exchange results from the 20% increase in the value of the Canadian dollar against the US currency.

The $1.4 million gain on investment in 2009 reflects the change in value of the shares and warrants from announcement of closing the transaction with Orex for the Goldboro property.

The future income tax recovery reflects the income tax benefits from the exploration expenditures being renounced to subscribers of the flow-through issues of the previous year. The $2.0 million in 2009 reflects the $12.3 million issue of 2008, and the $4.5 million recognized in 2008 is from the $25.0 million issue of 2007.

Liquidity and Capital Resources

As the Company has no operating cash flows, Osisko relies on raising capital through equity and debt to fund the exploration, development and corporate administrative activities. The Company maintains an active investor relations program to gain access to capital markets through:

· Presentations to current and prospective shareholders;

· Participation in institutional and retail mining investment conferences

· Corporate advertising in print and electronic media; and

· Maintenance of a corporate website.

The Company believes that a strong program, positive exploration results and favourable general market conditions reduce its cost of capital.

The following table summarizes the financings during the past two years:

	No of Shares/ Units	Price	Gross Proceeds	Net Cash Proceeds
		($)	(000’s)	(000’s)
2009
Private Placement — February 2009	88,550,000	4.55	402,903	381,815
Private Placement — Flow-through Shares — June 2009	1,216,000	8.75	10,640	10,415
Private Placement — September 2009	21,361,250	7.00	149,529	141,845
Private Placement — Flow-through Shares — December 2009	335,290	11.30	3,789	3,709
Sub-total	111,462,540		566,861	537,784
Exercise of Warrants	53,685,496	5.40	289,681	289,681
Exercise of Options	4,103,600	3.22	13,223	13,223
Employee Share Purchase Plan	44,008	6.86	302	302
Total	169,295,644		870,067	840,990
2008
Private Placement — Flow-through Shares — September 2008	2,916,725	4.20	12,250	11,740
Sub-total	2,916,725		12,250	11,740
Exercise of Warrants	615,000	1.20	738	738
Exercise of Options	2,474,000	0.25	632	632
Total	6,005,725		13,620	13,110

On December 18, 2009, Osisko completed a private placement of 335,290 flow-through shares at a price of $11.30 per share for gross proceeds of $3.8 million.

On September 1, 2009, Osisko concluded a $149.5 million equity financing with a syndicate of underwriters. The Company issued 21,361,250 common shares at a price of $7.00 per share.

On June 26, 2009, the Company completed a private placement of 1,216,000 flow-through shares at a price of $8.75 per share for gross proceeds of $10.6 million.

On February 25, 2009, Osisko concluded a very successful financing with a syndicate of underwriters. The Company issued a total of 88,550,000 units of the Company at a price of $4.55 per Unit, for aggregate gross proceeds of $402.9 million. Each Unit consisted of one common share and one-half of one common share purchase warrant. Each whole warrant entitled the holder thereof to purchase one additional common share upon payment of the exercise price of $5.45 until November 17, 2009. Some 44,266,256 warrants were exercised for proceeds of $241.3 million

On September 30, 2008, the Company completed a private placement of 2,916,725 flow-through shares at a price of $4.20 per share for gross proceeds of $12.3 million.

In November 2007, the Company completed a private placement of 19,250,000 special warrants for gross proceeds of $125 million. Subsequently, the Company completed a prospectus to

qualify the distribution of 19,250,000 common shares and 9,625,000 common share purchase warrants upon the automatic exercise of the special warrants on December 28, 2007. Some 5,015,490 warrants were exercised for proceeds of $39.6 million.

During the year, the Company also received $8.8 million from the exercise of 4,403,750 warrants issued in 2006 and received $13.2 million (2008 - - $0.6 million) from the exercise of options.

The Company also received in the period $10.5 million (2008 - $8.1 million) incentive payment from the Québec Government related to the prior year’s exploration program.

In accordance with the disclosures in the prospectus of the above mentioned equity financings, the table below outlines the use of proceeds against the plan outlined:

	Proposed use of proceeds				Outlays to Date(2)
(In thousands of dollars)	Nov 2007	Feb 2009(1)	Aug 2009(1)	Total	Total
Community resettlement	40,000	67,500	—	107,500	131,185
Equipment	40,000	—	20,000	60,000	18,810
Feasibility & engineering studies	5,000	—	—	5,000	11,143
Mine site preparation	10,000	—	—	10,000	8,717
Mining	—	13,500	—	13,500	1,118
Electrical and communication	—	21,500	—	21,500	9,207
Infrastructure	—	28,500	—	28,500	17,025
Processing	—	197,425	80,000	277,425	146,616
Tailings and water management	8,000	3,500	—	11,500	13,365
Indirects (detailed engineering, construction management, ocean and other freight, temporary facilities, equipment, tools and maintenance)	8,000	38,000	20,000	66,000	28,579
Sub-total	111,000	369,925	120,000	600,925	385,765
General corporate purposes	7,031	11,933	22,426	41,390	256,550
Net proceeds	118,031	381,858	142,426	642,315	642,315

(1) Includes the over-allotment option

(2) Includes restricted cash to guarantee orders

The Company has also negotiated credit facilities during the past two years to fund the development of the Canadian Malartic Project. The table below summarizes the debt:

	Total Facility Amount ($M)	Balance as at December 31, 2009 ($M)	Interest Rate
CPPIB	150.0	75.0	7.5%
SGF	75.0	75.0	7.5%
CAT Financial Services Limited (“CAT”)	US83.0	US29.1	Tranche A: 1-month-LIBOR + 2.75% Tranche B: 3-month-LIBOR + 2.75% + Credit spread
Fonds de Solidarité FTQ (“Fonds”)	20.0	20.0	9.5%

The debt financing with CPPIB is secured against the Company’s assets. The second tranche of $75 million may be drawn for general corporate purposes at the discretion of the Company on March 31, 2010. In the event that the Company draws on the facility, it will issue an additional 5.5 million warrants expiring on September 24, 2014 at an exercise price based on the 15-day volume weighted average price prior to drawdown plus a 30% premium. The principal is payable on or before maturity date based on cash flow availability, the maturity date being on October 31, 2014.

The SGF debenture is convertible in Company’s shares at $9.18 per share prior to November 9, 2014. In accordance with the accounting pronouncements, the facility has been recorded with a liability component of $64.0 million and an equity component of $11.0 million as at December 31, 2009. The debenture has a five-year term maturing on November 9, 2014.

The obligation under capital lease with CAT is available to finance the acquisition of the mobile mining fleet. The equipment secures the lease obligation. The Company intends to exercise the purchase option at the end of the five-year lease term.

The debt financing with Fonds for $20 million facility is unsecured and is payable in a minimum of 48 equal monthly instalments commencing at the earlier of commercial production of the Project or May 9, 2011.

The amount of principal of long-term debt payments per year is as follows:

(In millions of dollars)	CPPIB	SGF(1)	Fonds	CAT
2010	—	—	—	7.4
2011	30.0	—	3.3	3.6
2012	30.0	—	5.0	5.9
2013	15.0	—	5.0	6.7
2014	—	75.0	5.0	5.1
2015	—	—	1.7	4.8
Less: Imputed interest	—	—	—	(3.0	)
	75.0	75.0	20.0	30.5

(1) If SGF does not exercise its option to convert the debenture into shares

As at December 31, 2009, the Company’s cash resources, short-term investments, restricted cash and cash collateral investments amount to $790.2 million (2008 - $95.7 million) and are summarized below:

(In thousands of dollars)	December 31, 2009	December 31, 2008
Cash and cash equivalents	673,777	57,799
Short-term investments	84,064	—
Cash collateral investments	5,452	19,856
Restricted cash
Current	10,760	18,000
Non-current	16,134	—
	790,187	95,655

The cash collateral investments are held in US dollars denominated guaranteed certificates and are pledged against the letters of credit guaranteeing the purchase of long-lead delivery equipment.

The majority of the current restricted cash is given as guarantee for the completion of the relocation program and the restoration of the southern neighbourhood of the Town of Malartic and the portion held in US dollars is pledged as security against letters of credit issued as a deposit for the mobile equipment purchase.

Furthermore, the non-current restricted cash is pledged as a security against a letter of credit issued to Hydro-Québec for the installation of a new electrical transmission line for the Project. The agreement with Hydro-Québec, including the start of the construction work, is subject to the receiving of all permits required to develop the Project.

The short-term investments are liquidities held at major Canadian banks or Ontario and Québec provinces’ treasury bills with an original term of greater than 90 days until maturity. The Company does not hold any investments in asset-backed commercial paper with any financial institution.

Operating Cash Flow

The cash flow shortfall from operating activities amounted to $9.6 million compared to $3.5 million in 2008. The shortfall is mainly attributable to corporate administrative expenses offset by investments generated on cash resources.

Investing Activities

The investments of the Company are summarized as follows:

(In thousands of dollars)	2009		2008
Mining assets	276,497		122,143
Less:
Net changes in short-term investments	84,064		(55,000	)
Net changes in cash collateral accounts	(13,477	)	(2,618	)
Net changes in restricted cash accounts	9,543		15,435
Investments	4,500		—
Proceeds on disposal of mining assets	—		(1,675	)
Net cash utilized in investing	361,127		78,285

Related Party Transactions

The Company has carried out transactions with related parties in the normal course of business. The transactions are described in note 17 to the financial statements, with the main transactions being:

i. Payment of office rent to a company controlled by an officer: $131,000 (2008 - $131,000);

ii. Rental costs of $34,000 (2008 - $93,000) re-billed with respect to an office shared with a significant shareholder;

iii. Acquisition of furniture and equipment of $94,000 from a significant shareholder.

The office rent is included in general and administrative expenses.

Certain employees and officers have subscribed to the 2009 Flow-through shares under the same terms and conditions set forth for all subscribers.

Outlook 2010

During 2010, the Company intends to focus on the advancement of the construction and development of its flagship Canadian Malartic Project with planned outlays of $374.7 million.

The Company will also pursue aggressively the growth of its reserve and resource base through the investment of $26.5 million on exploration programs around its Canadian Malartic Project, as well as on other targets in Québec, Ontario and Nova Scotia.

The Company is also pursuing the acquisition of additional advanced stage projects.

Critical Accounting Estimates

The Company’s annual consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception, and the ability of the Company to continue as a going concern depends upon its ability to develop profitable mining operations. The Company has financed its capital requirements by issuing common stock and contracting various debt instruments.

The preparation of financial statements in conformity with Canadian GAAP requires management 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. Significant areas where management judgment is applied are assumptions and estimates relating to determining defined ore bodies, reserves value beyond proven and probable mine life, the useful life of assets for amortization purposes and for evaluation of their net recoverable amount, fair values for purpose of impairment analysis, initial measurement of the components of convertible debenture, asset retirement obligations, stock-based compensation and warrants and valuation allowances for future income taxes. Actual results could differ from those estimates.

The Company’s recoverability of its recorded value of its mining properties and associated deferred expenditures is based on market conditions for metals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale. The Company follows the practice of capitalizing all costs related to acquisition, exploration and development of mineral properties until such time as mineral properties are put into commercial production, sold or abandoned. If commercial production commences, these capitalized costs will be amortized on a unit-of-production basis. If the mineral properties or projects are abandoned, the related capitalized costs are written-off. On an ongoing basis, the Company evaluates each property and project on results to date to determine the nature of exploration, other assessment and development work that is warranted in the future. If there is little prospect of future work on a property or project being carried out within a three year period from completion of previous activities, the deferred expenditures related to that property or project are written off or written down to the estimated amount recoverable unless there is persuasive evidence that an impairment allowance is not required. The amounts shown for mineral properties and for mineral property evaluation costs represent costs incurred to date net of mining duties and tax credits less write-downs, if appropriate, and are not intended to reflect present or future values.

The factors affecting stock-based compensation include estimates of when stock options and compensation warrants might be exercised and the stock price volatility. The timing for exercise of options is out of the Company’s control and will depend upon a variety of factors including the

market value of the Company’s shares and financial objectives of the stock-based instrument holders. The Company used historical data to determine volatility in accordance with the Black-Scholes model; however, the future volatility is uncertain and the model has its limitations.

New Accounting Standards

Accounting standards newly adopted

Section 3862, Financial Instruments — Disclosure

Section 3064, Goodwill and Intangible Assets

EIC-173, Credit Risk and the Fair Value of Financial Assets and Financial Liabilities

EIC-174, Mining Exploration Costs

New accounting standards not yet adopted

In January 2009, the CICA issued Section 1582, Business Combinations, Section 1601, Consolidated Financial Statements, and Section 1602, Non-controlling Interests, which replace CICA Section 1581, Business Combinations, and Section 1600, Consolidated Financial Statements. Section 1582 establishes standards for the accounting for business combinations that are equivalent to the business combination accounting standards under International Financial Reporting Standards (“IFRS”). Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. It is equivalent to the corresponding provisions of IFRS, IAS 27 (Revised), Consolidated and Separate Financial Statements. The Sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. The Company is currently evaluating the impact of the adoption of these new Sections on the consolidated financial statements.

Conversion to International Financial Reporting Standards

In February 2008, the Accounting Standards Board announced that the accounting framework under which the financial statements are prepared for all publicly accountable companies will be replaced by International Financial Reporting Standards starting January 2011. The first set of yearly financial statements under IFRS will be for the year ending December 31, 2011, including comparative information for the year ending December 31, 2010.

The conversion requirement from GAAP to IFRS raises both financial and non-financial issues with potential implications of risk, financial reporting, internal controls and stakeholder relations, however the fact that Osisko is a development stage company limits such impact. We expect the Canadian Malartic Project to commence production in 2011 at which point all the policy and procedures will be established in conformity with the IFRS.

The Company formed a team and initiated the conversion project in the last quarter of 2008.

The Company is using a five step roadmap to convert to IFRS:

Diagnostic

The initial diagnostic stage has been completed with a preliminary gap analysis of the accounting and business processes.

Design and planning

The Company is currently examining the transition options and policy choices presented under IFRS and evaluating the material impact on the future financial statements of the Company. Detailed policy analysis has been initiated based on the conclusions of the gap analysis. Many of the differences identified between IFRS and Canadian GAAP are not expected to have material impact on our reported results and financial position. However, there may be significant changes as a result of IFRS’ accounting principles and provisions for first time adoptions. The Company has not yet determined the full accounting effects of adopting IFRS, since some key accounting policy alternatives and implementation decisions are still being evaluated.

· First-time adoption of IFRS

IFRS 1, “First-Time Adoption of International Financial Reporting Standards” (“IFRS 1”), provides entities adopting IFRS for the first time with a number of optional exemptions and mandatory exceptions, in certain areas, to the general requirement for full retrospective application of IFRS. The Company will need to analyze the various accounting policy choices available and will implement those determined to be most appropriate in the circumstances. The Company expects that key IFRS 1 exemption decisions will be approved by senior management during 2010.

· Accounting policies

Below some of the significant areas are discussed in detail. For other areas, the Company will adopt policies in conformity with IFRS as it will complete its transition from being a developing company to a producing company in 2011.

Property, plant and equipment

Although the design stage is not completed yet, the Company is not expecting to apply the fair value method to determine the deemed opening cost under IFRS which is one of the significant IFRS1 exemptions.

The accounting policy of the Company will be amended to:

· Review useful life, residual value and method of depreciation on an annual basis.

· Identify all significant components and their respective useful lives.

· Capitalize major maintenance and replacement of significant parts and derecognize the carrying value of the replaced parts.

· Include constructive obligations for significant dismantling and removal costs.

Financial instruments

The accounting policy of the Company will be amended to:

· Include changes to impairments of financial assets and their possible reversal.

· Detail the conditions that need to be met for the designation of a financial instrument as “fair value through profit and loss”.

Asset retirement obligations

The accounting policy of the Company will be amended to:

· Include constructive obligations to the estimated cost of dismantling and removing the asset and restoring the site.

· Include changes to the discount rate. According to IFRS, liability is adjusted even if there is no other change to the liability.

Impairment of assets

The accounting policy of the Company will be amended to:

· Change the assessment method of whether impairment exists. The two step approach allowed under Canadian GAAP is not acceptable under IFRS. Therefore, the discounted cash flows are taken as an indication to determine impairment.

This list should not be regarded as a complete list of changes that will result from transition to IFRS. It is intended to highlight those areas we believe to be most significant; however, our analysis of possible changes is still in process and not all decisions have been made where choices of accounting policies are available. Until our adoption date is finalized, the Company is not able to reliably quantify the impacts expected on our consolidated financial statements for these differences.

· Presentation and disclosure

IFRS will require more in depth disclosure. The Company is already taking the necessary steps to adjust the systems requirements to ensure appropriate data collection for disclosure purposes.

· Information technology, data systems and internal controls over financial reporting

The Company expects minimal impact on its data systems and is constantly working on improving its internal controls over financial reporting. As noted, the transition to IFRS for the Company mainly affects the presentation and disclosure of its financial statements. This may lead to significant presentation and process changes to report more detailed information in the notes of the financial statements. Financial reporting controls will change due to the transition to IFRS, but the impact will be minimal. The majority of the expected changes will implicate the modification or addition of processes due to the fact that IFRS requires more judgment with respect to various accounting treatments. Processes and controls will be put in place to ensure the Company is making the appropriate judgements and is following the selected IFRS accounting policies.

· Training and communication

The Company has also started training of the key internal resources. IFRS training will continue as IFRS accounting policies are developed and the implementation process begins. The Company’s communications and investor relations team will be involved in the conversion project to ensure that the stakeholder queries during the time leading up to the conversion are addressed. The Company will continue to provide updates on the project progress throughout the conversion period to allow stakeholders to assess the impact of the conversion on the Company’s financial performance.

· Business activities

The Company is currently assessing impacts on all areas of the Company, including contractual arrangements and debt covenant calculations.

The conversion team will be reporting regularly throughout the project to the Audit Committee and is implicating the external auditors into the conversion process throughout each stage of the project.

Solution development

In this stage the Company will develop solutions to enable the implementation of IFRS. This stage will include the development of training programs, revision of the IFRS consolidated financial statements, preparation of the comparative information and identification of the impacts on non-financial areas. The Company is expecting to complete this stage by the end of the third quarter of 2010.

Implementation

In this stage the Company will implement the changes that have been developed and will obtain sign off and testing. The tasks to be accomplished within this stage are to produce an opening balance sheet, complete systems testing and end user testing.

Post implementation

During this stage the Company will perform a review of the IFRS transition and ensure the preparation of financial statements in compliance with IFRS without external support.

The Company will stay informed on the upcoming changes to the IFRS based on the projects in place or to be initiated by the International Accounting Standards Board and will adjust its plan along the way to include all key elements to ensure its compliance by 2011.

Share Data

Capital structure as at February 16, 2010

Common shares issued and outstanding: 336,349,561

Common share purchase warrants outstanding: 8,100,000

Expiry Date	Number of Warrants	Exercise Price
		$

May 9, 2013	1,100,000	7.46
September 24, 2014	7,000,000	10.75

	8,100,000

Options outstanding: 9,574,500

Expiry Date	Number of Options	Exercise Price
		$

May 2010	30,000	5.325
July 2010	100,000	5.50
September 2010	300,000	5.46
May 2012	1,000,000	5.325
September 2012	1,725,000	5.46
May 2013	280,000	4.18
September 2013	2,473,833	2.20
November 2013	10,000	1.97
March 2014	30,000	5.61
April 2014	186,667	5.20
May 2014	189,000	5.88
June 2014	375,000	6.72
November 2014	2,875,000	7.80

	9,574,500

Risks and Uncertainties

The Company is an exploration and development company that operates in an industry that is dependent on a number of factors that include environmental, legal and political risks, the existence of economically recoverable reserves, and the ability of the Company to obtain necessary financing to complete development and future profitable production or the proceeds of disposition thereof. An investment in the Company’s common shares is highly speculative and subject to a number of risks and uncertainties. An investor should carefully consider the risks described below and the other information filed with the Canadian securities regulators before investing in the Company’s common shares. If any of the following 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.

The following discussion reviews a number of important risks which management believes could impact the Company’s business. There are other risks, not identified below, which currently, or may in the future, exist in the Company’s operating environment.

Financial risk

The Company is in its exploration and development stage and has no history of profitability. The Company completed a positive feasibility for its Canadian Malartic Project. The Company has raised and secured the necessary funding for the Project. If additional funds are required, the source of funds available to the Company is through the sale of additional equity capital or borrowings. There is no assurance that such funding will be available to the Company. Furthermore, even if such financing is available, there can be no assurance that it will be successfully obtained on terms favourable to the Company or provide the Company with sufficient funds to meet its objectives, which may adversely affect the Company’s business and financial condition.

Currency fluctuations may affect the costs of doing business

The Company’s main activities and offices are currently located in Canada. However, some of the costs associated with the Company’s activities in Canada are denominated in currencies other than the Canadian dollar. Any depreciation of the Canadian dollar vis-à-vis these currencies could increase the Company’s cost of doing business. In addition, the U.S. dollar is subject to fluctuation in value in relation to the Canadian dollar. For the period ending December 31, 2009, Osisko did not utilize any hedging programs to mitigate the effect of currency movement.

Risk linked with industry conditions

Mineral exploration and development is extremely competitive and involves a high degree of risk. The Company must compete with a number of other companies that have greater technical and financial resources. It involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Most exploration programs do not result in the discovery of significant mineralization and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Commercial viability of exploiting any deposits encountered depends on a number of factors including infrastructure, commodity prices, energy costs, inflation, interest rates, financial market conditions, potential litigation, availability of qualified labour and governmental regulations, in particular those in relation to price, taxes, royalties, land use, governmental involvement in the project, importation and exportation duties. Although substantial benefits may be derived from the discovery of a major

mineralized deposit, no assurance can be given that minerals will be discovered of sufficient quantity, quality, size and grade on any of the Company’s exploration properties to justify commercial operations nor that any exploration property will be brought into production.

Risks related to mineral reserve and resource estimates

Mineral reserve and resource estimates are based on assumptions such as metal prices and drilling information. Material and prolonged changes in metal prices can have an impact on the recoverability of the reserves and resources. Mineral resource evaluations may also be affected due to variances in geological conditions of a property due to erroneous geological data. Therefore, mineral reserve and resource estimates should be viewed as estimates only with no assurance of achieving the expected tonnages, grades and recovery levels.

Risk of project delay

The Company plans to: (i) complete the permitting application process in respect of the Canadian Malartic Project and (ii) commence commercial production in 2011. However, there are significant risks that the completion of construction of a mine on the Project could be delayed due to circumstances beyond the Company’s control. Such risks include delays in acquiring all of the necessary surface rights, delays in obtaining mining and surface leases, environmental and construction authorizations and permits, delays in finalizing all necessary detailed engineering and a definitive construction contract, as well as unforeseen difficulties encountered during the construction process.

Risk linked to the community of Malartic

The Company’s principal asset, the Canadian Malartic gold deposit, is located adjacent to the community of Malartic. Commercial open-pit production of the deposit will require not only the collaboration and support of the town council and residents of Malartic, but will also require relocation of a portion of the town, which is largely completed and the relocation of a portion of Highway 117, for which permits have not yet been obtained. Although the Company has taken all possible measures to ensure majority community support for the project, there is no guarantee that the Company will continue to retain the social contract necessary for commercial production of the deposit.

Risk linked with government regulation

The Company’s activities entail compliance with the applicable legislation or review processes and the obtaining of land use and all other permits, and similar authorizations of future overall mining operations are subject to the constraints contained in such legislation. The Company believes that it is in compliance in all material respects with such existing laws. Changing government regulations may, however, have an adverse effect on the Company.

Environmental risk

All phases of the Company’s operations are and will be subject to federal, provincial and local environmental regulation in the various jurisdictions in which the Company operates. These regulations mandate, among other things, the maintenance of air and water quality standards, land use standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid, liquid and hazardous waste. Environmental legislation is evolving in a manner which will require, in certain jurisdictions, stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent

environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. No certainty exists that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the Company’s properties which are unknown to management at present and which have been caused by previous owners or operators of the properties.

Insurance risk

The Company’s insurance will not cover all the potential risks associated with a mining company’s operations. Moreover, insurance against risks such as environmental pollution or other hazards as a result of production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of high premium costs. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial condition and results of operations.

Risk on the uncertainty of title

Although the Company has obtained title opinions with respect to its properties and has taken all possible measures to ensure proper title to its properties, including filing of necessary documents and payment of rents to local regulatory authorities, there is no guarantee that the title to any of its properties will not be challenged. Third parties may, unbeknownst to the Company, have valid claims underlying portions of the Company’s interests.

Risk linked to conflict of interest

Certain directors and officers of the Company may also serve as directors and/or officers of other public and private companies and devote a portion of their time to manage other business interests. Furthermore, certain directors and officers of the Company may also serve as directors of other companies involved in mineral exploration and development. Consequently, the possibility of conflict of interest exists at several levels.

To the extent that such other companies may participate in ventures in which the Company is also participating, or participate in business transactions with the Company, such directors and officers may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company’s participation. Canadian law and Company policy require the directors and officers of the Company to act honestly, in good faith, and in the best interests of the Company and its shareholders. However, in conflict of interest situations, our directors and officers may owe the same duty to another company and will need to balance the competing obligations and liabilities of their actions, or declare and refrain from voting on any matters in which such directors have a conflict of interest. There is, however, no guarantee that the Company’s interests will receive priority in all cases.

Disclosure Controls and Internal Controls over Financial Reporting

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 (“CDP”) 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 release.

The CEO and the CFO are also responsible for the design of internal controls over financial reporting (“ICFR”). 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 GAAP, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected. The relatively small size of the company makes the identification and authorization process relatively efficient and a process for reviewing ICFR has been developed. To the extent possible given the Company’s small size, the internal control procedures provide for separation of duties for receiving, approving, coding and handling of invoices, entering transactions into the accounts, writing checks and wire requests and also require two signers on all payments.

The CEO and CFO evaluated the effectiveness of the Company’s CDP and ICFR as required by National Instrument 52-109 issued by the Canadian Securities Administrators. They concluded that as of December 31, 2009, the Company’s design and operation of its CDP and ICFR were effective in providing reasonable assurance that material information regarding this report, and the annual consolidated financial statements and other disclosures was made known to them on a timely basis and reported as required and that the financial statements present fairly, in all material aspects, the financial condition, results of operations and cash flows of the Company as of December 31, 2009. The CEO and CFO also concluded that no material weaknesses existed in the design of the ICFR.

Caution Regarding Forward Looking Statements

Certain statements contained in this report constitute forward-looking statements. These statements relate to future events or the Company’s future performance, business prospects or opportunities. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. These forward-looking statements include statements regarding the future price of gold and silver, the timing and amount of estimated future production, costs of production, currency fluctuations, capital expenditures, permitting time lines, the requirements of future capital, drill results and the estimation of mineral resources and reserves. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements contained into this report should not be unduly relied upon. These statements speak only as of the date of this report. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this report. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about:

· general business and economic conditions;

· the supply and demand for, deliveries of, and the level and volatility of prices of gold and silver as well as petroleum products;

· impact of change in foreign currency exchange rates and interest rates;

· the timing of the receipt of regulatory and governmental approvals for the Company’s development project and other operations;

· the availability of financing for the Company’s development for future projects;

· the Company’s estimation of its costs of production, its expected production and its productivity levels;

· power prices;

· the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis;

· the ability to attract and retain skilled staff;

· engineering and construction timetables and capital costs for the Company’s development Project;

· market competition;

· the accuracy of the Company’s resource estimate (including, with respect to size, grade and recoverability) and the geological, operational and price assumptions on which it is based;

· change in governments regulations, policies and change in tax benefits and tax rates;

· environmental risks including increased regulatory constraints;

· the hability to complete the relocation program of the southern neighbourhood of the Town of Malartic;

· the Company’s ongoing relations with its employees, its business partners and the community of the Town of Malartic.

These forward-looking statements involve risks and uncertainties relating to, among other things, changes in commodity and, particularly, gold prices, access to skilled mining development and mill production personnel, results of exploration and development activities, the Company’s limited experience with production and development stage mining operations, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government approvals, actual performance of facilities, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk factors hereinabove. Additional risk factors are described in more detail in the Company’s Annual Information Form filed with the securities commissions or similar authorities in certain of the provinces of Canada. Investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Company’s forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The forward-looking statements contained in this report are expressly qualified by this cautionary statement.

(Signed) Sean Roosen		(Signed) Bryan A. Coates
Sean Roosen		Bryan A. Coates
President and Chief Executive Officer		Vice President Finance and Chief Financial Officer

February 16, 2010

Corporate Information

Osisko Mining Corporation

Head Office

1100 De La Gauchetière West

Suite 300

Montreal, Québec, Canada H3B 2S2

Tel.: (514) 735-7131

Fax: (514) 933-3290

Email: info@osisko.com Web site: www.osisko.com

Directors and Officers

Victor H. Bradley, Chairman of the Board

Sean Roosen, President, CEO and Director

Robert Wares, Executive Vice President, COO and Director

Staph Leavenworth Bakali, Director

André J. Douchane, Director

Norman Storm, Director

Serge Vézina, Director

John Burzynski, Vice President Corporate Development

Bryan A. Coates, Vice President Finance, CFO

Jean-Sébastien David, Vice President Sustainable Development

Luc Lessard, Vice President Engineering and Construction

André Le Bel, Vice President Legal Affairs and Corporate Secretary

Sergio Cattalani, Vice President Exploration

Robert Mailhot, Vice President Human Resources

Legal Counsel

Lavery, de Billy, Montreal

Auditors

PricewaterhouseCoopers, LLP, Montreal

Transfer Agent

Trust CIBC Mellon, Montreal

Exchange listings

TSX Exchange - OSK

Deutsche Boerse - EWX

EX-3.4 7 a2197935zex-3_4.htm EXHIBIT 3.4

Exhibit 3.4

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

Item 1. — Reporting Issuer:

Osisko Mining Corporation

1100, rue de la Gauchetière Ouest

Bureau 300

Montréal, Quebec H3B 2S2

Item 2. — Date of Material Change:

March 22, 2010

Item 3. — Press Release:

A news release with respect to the material change referred to in this report was issued through newswire services on March 22, 2010 and filed on the system for electronic document analysis and retrieval (SEDAR).

Item 4. — Summary of Material Change:

Osisko Mining Corporation (“Osisko”) and Brett Resources Inc. (“Brett”) have jointly announced that they have entered into a definitive support agreement pursuant to which Osisko will offer to acquire (the “Offer”) all of the issued and outstanding common shares of Brett (the “Shares”). Osisko has agreed to offer shareholders of Brett (the “Shareholders”) 0.34 of an Osisko common share for each common share of Brett held. The consideration under the Offer represents a premium of 52.5% using the 20-day volume weighted average prices of Osisko and Brett on the TSX and TSX Venture, respectively for the 20 trading day period ending March 16, 2010. The value of the total consideration offered to the Shareholders is approximately $372 million calculated on a fully-diluted basis, implying an enterprise value of approximately $308 million. The boards of directors of both companies have unanimously approved this transaction and the board of directors of Brett will recommend that Shareholders tender to the Offer.

The acquisition of Brett will be completed by way of a take-over bid. The number of Osisko shares to be issued will be approximately 36.4 million based on the currently issued and outstanding Shares as of the date of the press release, being March 22, 2010, but will be subject to change depending on the number of Brett options and warrants exercised while the Offer is outstanding. Each senior officer and each member of the board of directors of Brett have entered into lock-up agreement with Osisko pursuant to which each has agreed to tender their respective Shares to the Offer, which together represent approximately 4.9% of the issued and outstanding Shares. In addition, certain institutional shareholders of Brett have also executed lock-up agreements with Osisko in which each has agreed to tender their Shares to the Offer, which together represent approximately 14.7% of the issued and outstanding Shares. In aggregate, therefore, Osisko has received agreements to tender to the Offer in respect of approximately 19.6% of the currently issued and outstanding Shares. A take-over bid circular containing the full details of the Offer (together with a Brett board of directors circular) and other related documents are expected to be mailed to Shareholders on or about April 13, 2010.

The Offer, unless extended, will expire 36 days after it begins. Brett’s financial advisors have each provided a verbal opinion to the Independent Committee of Brett that the consideration offered is fair, from a financial point of view, to Brett’s shareholders.

Item 5. — Full Description of Material Change:

Please see the attached Schedule “A”.

Item 6. — Reliance on Section 7.1(2) or (3) of National Instrument 51-102:

N/A

Item 7. — Omitted Information:

N/A

Item 8. — Executive Officer:

Inquiries in respect of the material change referred to herein may be made to:

Andre Le Bel

Telephone:	514-735-7131
Facsimile:	514-933-3290
e-mail:	le-bel@osisko.com

Item 9. — Date of Report:

March 26, 2010

SCHEDULE “A”

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO A U.S. PERSON

OSISKO ANNOUNCES FRIENDLY TAKE OVER BID TO ACQUIRE BRETT RESOURCES

MONTREAL, QC and VANCOUVER, BC — March 22, 2010. Osisko Mining Corporation (“Osisko”) (TSX:OSK) (FRANKFURT:EWX) and Brett Resources Inc. (“Brett”) (TSX Venture:BBR) (FRANKFURT: A4N) jointly announce that they have entered into a definitive support agreement pursuant to which Osisko will offer to acquire (the “Offer”) all of the issued and outstanding common shares of Brett (the “Shares”). Osisko has agreed to offer shareholders of Brett (the “Shareholders”) 0.34 of an Osisko common share for each common share of Brett held. The consideration under the Offer represents a premium of 52.5% using the 20-day volume weighted average prices of Osisko and Brett on the TSX and TSX Venture, respectively for the 20 trading day period ending March 16, 2010. The value of the total consideration offered to the Shareholders is approximately $372 million calculated on a fully-diluted basis, implying an enterprise value of approximately $308 million. The boards of directors of both companies have unanimously approved this transaction and the board of directors of Brett will recommend that Shareholders tender to the Offer.

This transaction positions Osisko as a near-term, diversified growing gold producer with the following profile:

· Near-term production from Canadian Malartic

· Construction progressing and on schedule for a second quarter 2011 start-up

· Expected production of 688,000 ounces of gold in 2012

· Fully-financed and fully-permitted

· Potential to produce over 1 million ounces per year by 2015

· Brett’s Hammond Reef Gold Project (“Hammond Reef”) to potentially add an initial average production of 463,000 ounces per year

· Proven and probable in-pit reserves of 8.97 million ounces at Canadian Malartic

· Measured and indicated resources of 11.20 million ounces plus inferred resources of 7.17 million ounces at Canadian Malartic and Hammond Reef

· Strong balance sheet to fund future growth

· Over $600 million of paid-in capex at the Canadian Malartic Project

· $790 million in cash on hand (December 2009)

· Credit facility available for additional $130 million

· Cash on hand at Brett, plus anticipated proceeds from exercise of options and warrants representing a total of approximately $63 million

· Experienced mine building and operating team

· Over 10 mine builds completed collectively by the mine build team

· Proven track record in raising capital for development

· Potential for further growth through exploration

· Diversified asset base located in Canada, one of the world’s most favorable mining jurisdictions

· Relatively shallow ounces, with pit depths currently projected at 300 metres (Hammond Reef) and 360 metres (Canadian Malartic)

Mr. Sean Roosen, President, CEO and Director of Osisko, commented, “Osisko is very pleased to make this offer to the shareholders of Brett to join us in our quest towards creating Canada’s newest premier mid-tier gold producer. The addition of potential future production from the Hammond Reef project to Canadian Malartic could well see us become a million ounce per year producer within five years. With our mutual low cost profiles and stable jurisdictions, Osisko expects this transaction to attract a premium valuation in the marketplace for our shareholders. The experienced Osisko team will be able to focus on the completion of the exploration, environmental, engineering and community relations work necessary to move Hammond Reef towards a

feasibility study in short order. Internal cash flow from operations anticipated to begin at Canadian Malartic in Q2 next year will allow the eventual project capex to be funded internally, further removing market risk to bringing Hammond Reef into production. This is a very good deal for the shareholders of Brett and Osisko, and one that creates true value for both. Osisko is continuing towards its goal of becoming a premium pure gold producer, with simple to understand, premium jurisdiction all-Canadian assets.”

Mr. Ron Netolitzky, Chairman of Brett commented: “On behalf of the board and management of Brett, we are fully and unanimously supportive of this offer from Osisko. Hammond Reef has been a company changing asset for Brett, and our team has progressed the property through the value creation chain to the point where it has garnered what we feel is the necessary attention of a serious partner to help us take it forward to potential development. By combining forces with the industry leading team from Osisko, we feel that we are offering the shareholders of Brett the opportunity to maximize value through our combined efforts.”

OVERVIEW OF HAMMOND REEF GOLD PROJECT

Upon closing, Osisko will assume ownership of Brett’s 100%-owned Hammond Reef Gold Project, located near Thunder Bay, Ontario. Hammond Reef is a large and growing development project with potential to become a substantial open-pit mine. Hammond Reef currently hosts a National Instrument 43-101 — Standards for Disclosure for Mineral Projects (“NI 43-101”) compliant inferred resource of 6.70 million ounces of gold (259.4 million tonnes at a grade of 0.8 grams per tonne, using 0.3 grams per tonne cut-off), of which 97% lies within 300 metres of surface.

A Preliminary Assessment Study (the “Study”) was completed in November 2009 outlining an initial 14 year mine life operating at 50,000 tonnes per day. Over the first six years, on average, Hammond Reef is expected to produce 463,000 ounces of gold per year at cash costs of US$382 per ounce (including royalties, net of silver credits). Over the life of mine, Hammond Reef is expected to produce a total of 5.13 million ounces of gold at an average rate of 369,000 ounces per year and average cash costs of US$442 per ounce (including royalties, net of silver credits). Using a gold price of US$990 per ounce the Study shows that Hammond Reef has an after-tax net present value of US$811 million (using a 5% discount rate) and an internal rate of return of 22.9%.

In addition to the current resource, Hammond Reef offers exciting exploration potential as recent drilling confirmed continuity of mineralization along strike two kilometers northeast of the existing resource. Brett has also identified several parallel structures in the project area that host mineralization similar to the main body.

Mr. Bob Wares, P. Geo.,COO and Director of Osisko, commented, “Hammond Reef is a structurally and metalurgically simple deposit that is highly amenable to open pit mining. It offers excellent potential for additional resources, both down-dip at the southwestern end and along strike at the northeastern extremity, over a distance of two kilometers towards Snail Bay. Numerous other gold showings also exist elsewhere on the property which have yet to be evaluated for potential bulk-tonnage resources.”

BENEFITS TO BRETT SHAREHOLDERS

In addition to an immediate premium for the Shares, Shareholders will receive the following benefits from the transaction:

· Participation in a diversified, near-term gold producer

· 10.8% ownership of Osisko on a pro forma basis

· Near-term valuation upside as Osisko transitions to production

· Exposure to 220,000 metres of new exploration drilling planned on current Osisko projects for 2010, including an intensive 120,000 metre program at the promising Duparquet Project (Osisko-Clifton Star Resources 50:50 joint venture) which currently hosts inferred resources of 2.6 M ounces gold

· Expected re-rating as a diversified producer with 1 million ounce production potential

· Significantly improved trading liquidity

· Improved financing alternatives for Hammond Reef

· Proven permitting, development, construction, and community relations expertise at Osisko

BENEFITS TO OSISKO SHAREHOLDERS

Through the acquisition of Brett, Osisko shareholders will realize the following benefits:

· Acquisition of a high-quality development asset

· Production potential by 2015

· Expected initial average production of 463,000 ounces of gold per year

· Attractive acquisition cost of US$45 per ounce of inferred resources

· Establishes Osisko as a diversified growing gold producer

· Canadian asset base

· Expected 688,000 ounces of production at Canadian Malartic in 2012

· Growth to 1 million ounces of potential production

· Immediate and long-term value creation

· Accretive to net asset value

· Accretive to total resources

· Accretive to long-term cash flow and production

· Opportunities for operational and tax synergies as operations are all based in Canada

· Well positioned among mid-tier producers for valuation re-rating

SUMMARY OF THE TRANSACTION

The acquisition of Brett will be completed by way of a take-over bid whereby Osisko will offer to acquire each outstanding Share in exchange for 0.34 of a common share of Osisko. The number of Osisko shares to be issued will be approximately 36.4 million based on the currently issued and outstanding Shares as of the date of this announcement, but will be subject to change depending on the number of Brett options and warrants exercised while the Offer is outstanding.

The board of directors of Brett has unanimously approved the Offer and will recommend that Shareholders tender their shares to the bid.

Each senior officer and each member of the board of directors of Brett have entered into lock-up agreement with Osisko pursuant to which each has agreed to tender their respective Shares to the Offer, which together represent approximately 4.9% of the issued and outstanding Shares. In addition, certain institutional shareholders of Brett have also executed lock-up agreements with Osisko in which each has agreed to tender their Shares to the Offer, which together represent approximately 14.7% of the issued and outstanding Shares. In aggregate, therefore, Osisko has received agreements to tender to the Offer in respect of approximately 19.6% of the currently issued and outstanding Shares.

A take-over bid circular containing the full details of the Offer (together with a Brett board of directors circular) and other related documents are expected to be mailed to Shareholders on or about April 13, 2010.

Osisko’s financial advisor is Cormark Securities Inc.; its legal advisors are Fraser Milner Casgrain, LLP. Brett’s financial advisors are Dundee Securities Corporation and Genuity Capital Markets; its legal advisors are DuMoulin Black LLP and Blake, Cassels & Graydon LLP.

Osisko has retained Kingsdale Shareholder Services Inc. to act as its solicitation agent in connection with the Offer.

CONFERENCE CALL

A conference call is scheduled for Monday, March 22, 2010 at 11 am EST. Toronto area call-in number is (416) 359-1272. North American toll-free call-in number is 1 (888) 224-3760.

FOR FURTHER INFORMATION

Osisko Mining Corporation

John Burzynski, Vice-President Corporate Development		(416) 363-8653

Sylvie Prud’homme, Investor Relations		(514) 735-7131
		Toll Free: 1 (888) 674-7563
*Brett Resources*

Tony Perri, Manager, Investor Relations		(604) 488-0008

National Instrument 43-101 — Standards for Disclosure for Mineral Projects

Mr. Bob Wares, P.Geo., Executive Vice-President and COO of Osisko, a Qualified Person under NI 43-101, has read and approved the scientific and technical information in this press release. Mr. Joe Ringwald, P.Eng. and Vice-President of Brett, a Qualified Person under NI 43-101 has read and approved the technical information in this press release. This release contains information relating to a preliminary assessment that includes inferred mineral resources which are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. For further information on the Canadian Malartic project, please see Osisko’s “Feasibility Study for the Canadian Malartic Project” completed by BBA Inc, December 2008, the “Updated Mineral Resource Estimate for South-Barnat Deposit, Malartic, Quebec”, completed by Elzéar Belzile, Ing., June 23, 2009 and press release dated February 10, 2010. For further information on Hammond Reef please see Brett’s “Preliminary Assessment of the Hammond Reef Gold Project, Atikokan, Ontario, Canada”; completed by Scott Willson Roscoe Postle Associates Inc., November 27, 2009.

About Osisko Mining Corporation

Osisko Mining Corporation is currently developing the Canadian Malartic gold deposit and evaluating adjacent areas for a large-scale open pit, bulk-tonnage mining operation. The Canadian Malartic deposit currently represents one of the biggest gold reserves in Canada for a single deposit, and is still growing through ongoing drilling on new mineralized zones. Current reserves for the Canadian Malartic property (including the adjacent South Barnat deposit) are 8.97 million ounces, plus a global measured and indicated resource of 2.23 million ounces and an inferred resource of 0.47 million ounces (see press release of February 10, 2010).

About Brett Resources Inc.

Brett Resources Inc. is a Canadian minerals exploration company whose primary mandate is the discovery, acquisition, and development of precious metals systems, with particular expertise in Canada and Latin America. Since 2006 Brett’s primary focus has been the 100 percent owned Hammond Reef Gold Deposit in Ontario where an inferred resource of 6.70 million ounces of gold, 259.4 million tonnes at a grade of 0.8 grams per tonne utilizing a 0.3 gram per tonne gold cut-off has been outlined.

Forward-Looking Information

expressed in such forward-looking statements are based on reasonable assumptions, including, without limitation that all technical, economical and financial conditions will be met in order to put the Canadian Malartic Project and the Hammond Reef Gold Project into commercial production, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include gold prices, access to skilled consultants, mining development and mill production personnel, results of exploration and development activities, Osisko and Brett’s limited experience with production and development stage mining operations, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, timeliness of government approvals, actual performance of facilities, equipment and processes relative to specifications and expectations, unanticipated environmental impacts on operations market prices, continued availability of capital and financing and general economic, market or business conditions. These factors are discussed in greater detail in Osisko and Brett’s most recent Annual Information Forms, both of which are filed on SEDAR, which also provide additional general assumptions in connection with these statements. Osisko and Brett caution that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the forward-looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Osisko and Brett believe that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

EX-3.5 8 a2197935zex-3_5.htm EXHIBIT 3.5

Exhibit 3.5

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER

NATIONAL INSTRUMENT 51-102

Item 1. — Reporting Issuer:

Osisko Mining Corporation

1100, rue de la Gauchetière Ouest

Bureau 300

Montréal, Quebec H3B 2S2

Item 2. — Date of Material Change:

February 10, 2010

Item 3. — Press Release:

A news release with respect to the material change referred to in this report was issued through newswire services on February 10, 2010 and filed on the system for electronic document analysis and retrieval (SEDAR).

Item 4. — Summary of Material Change:

Osisko Mining Corporation (the “Corporation”) has provided an updated reserve and resource estimate for its 100%-owned Canadian Malartic project. The new estimate is based on the combined, previously-reported resources of the Canadian Malartic and South Barnat deposits (see December 14, 2009 press release). Belzile Solutions Inc. of Rouyn-Noranda, Québec (“BSI”) and G Mining Services of Montreal are the independent resource/reserve estimate consultants for the Corporation and they have authorized the release of the following:

· The open pit reserve has increased to 8.97 million ounces gold at an average fully diluted grade of 1.13 g/t., a 2.69 million ounce or 42.8 percent increase relative to the previously-published Feasibility Study;

· The new reserve represents a 98% conversion rate relative to the previously reported 9.17 million ounce in-pit measured and indicated resource estimate at US$825 gold;

· Mine life has increased by 25 percent to 12.2 years based on a milling rate of 55,000 tonnes per day (tpd);

· An average of 690,000 ounces per year gold would be recovered from an average of 800,000 processed ounces per year for the first three full years of production (2012 to 2014), based on the 55,000 tpd milling operation established in the previously-published Feasibility Study;

· An average of 732,000 ounces per year gold would be recovered from an average of 840,500 processed ounces per year for the first three full years of production (2012 to 2014), based on an initial 55,000 tpd milling operation upgraded to 60,000 tpd in 2013;

· 3.5 million ounces of gold would be recovered in the first five years at an average rate of 700,000 ounces per year, based on an increase in milling rate from 55,000 tpd to 60,000 tpd;

· 6.72 million ounces of gold (representing 73.3 percent of the in-pit measured and indicated resource) has an average grade of 1.75 g/t using a conservative cut-off of 1 g/t gold.

Item 5. — Full Description of Material Change:

Please see the attached Schedule “A”.

Item 6. — Reliance on Section 7.1(2) or (3) of National Instrument 51-102:

N/A

Item 7. — Omitted Information:

N/A

Item 8. — Executive Officer:

Inquiries in respect of the material change referred to herein may be made to:

Andre Le Bel

Telephone:	514-735-7131
Facsimile:	514-933-3290
e-mail:	le-bel@osisko.com

Item 9. — Date of Report:

March 30, 2010

SCHEDULE “A”

OSISKO ANNOUNCES 9 MILLION OUNCE GOLD RESERVE AT

CANADIAN MALARTIC

Total reserve estimate increased by 43 percent

(Montreal, February 10, 2010) Osisko Mining Corporation (OSK: TSX, EWX: Deutsche Boerse) is pleased to provide an updated reserve and resource estimate for its 100%-owned Canadian Malartic project. This new estimate is based on the combined, previously-reported resources of the Canadian Malartic and South Barnat deposits (see December 14, 2009 press release). Belzile Solutions Inc. of Rouyn-Noranda, Québec (“BSI”) and G Mining Services of Montreal are the independent resource/reserve estimate consultants for Osisko, and they have authorized the release of the following estimates. Highlights include:

· The new reserve represents a 98% conversion rate relative to the previously reported 9.17 million ounce in-pit measured and indicated resource estimate at US$825 gold;

· Mine life has increased by 25 percent to 12.2 years based on a milling rate of 55,000 tonnes per day (tpd);

· 3.5 million ounces of gold would be recovered in the first five years at an average rate of 700,000 ounces per year, based on an increase in milling rate from 55,000 tpd to 60,000 tpd;

· 6.72 million ounces of gold (representing 73.3 percent of the in-pit measured and indicated resource) has an average grade of 1.75 g/t using a conservative cut-off of 1 g/t gold.

Sean Roosen, President and CEO, noted: “We are very proud to be able to present our shareholders with these new reserve estimates of the combined Canadian Malartic and South Barnat deposits. With respect to our 2008 Feasibility Study, we have increased our reserves by 43 percent, and the average annual gold production, over an additional 3.1 years of mine life, has increased from 591,000 ounces to 630,000 ounces per year. We are also looking at ramping up production to 60,000 tpd in the third year of operations, which will allow for an average annual production of 679,000 ounces per year over 11.4 years. This is a very significant increase in both reserves and annual production, which will positively impact the economics of the project.”

“I would also like to add at that US$1000 per ounce gold, the in-pit measured and indicated resources increase to 10.07 million ounces at an average grade of 1.09 g/t gold, most of which could potentially be converted to reserves, if one assumes a similar conversion factor as in the case of the US$825 in-pit resource.”

BSI, in collaboration with G Mining Services Inc. of Montreal, estimated a previously-reported in-pit M&I resource within a single Whittle-optimized pit shell using a base case gold price of US$825 per ounce. The combined in-pit M&I resource for the Canadian Malartic and South Barnat deposits is 9.17 million ounces of gold at an average undiluted grade of 1.20 g/t Au, with an additional 0.11 million ounces gold at an average grade of 0.90 g/t Au in the inferred category, based on a derived lower cut-off grade of 0.34 g/t Au. The tables below summarize the in-pit estimates using variable lower cut-off grades, as reported in the December 14, 2009 press release:

Canadian Malartic Project resource estimates within US$825 Whittle pit shell

Measured			Indicated				Total M&I
Grade (g/t)	Tonnes (M)	Oz (M)	Grade (g/t)	Tonnes (M)	Oz (M)	Cut-off (g/t)	Grade (g/t)	Tonnes (M)	Oz (M)
0.97	27.5	0.86	1.23	210.6	8.31	0.34	1.20	238.1	9.17
1.13	21.4	0.78	1.40	174.2	7.82	0.50	1.37	195.6	8.60
1.25	17.6	0.71	1.51	154.3	7.47	0.60	1.48	172.0	8.18
1.38	14.5	0.65	1.61	138.0	7.13	0.70	1.59	152.6	7.78
1.50	12.2	0.59	1.70	125.3	6.83	0.80	1.68	137.5	7.42
1.62	10.3	0.54	1.78	114.1	6.52	0.90	1.77	124.5	7.06
1.75	8.7	0.49	1.86	104.4	6.23	1.00	1.85	113.1	6.72

Inferred
Grade (g/t)	Tonnes (M)	Oz (M)	Cut-off (g/t)
0.90	3.8	0.11	0.34
1.05	2.9	0.10	0.50
1.18	2.3	0.09	0.60
1.31	1.8	0.08	0.70
1.42	1.6	0.07	0.80
1.55	1.3	0.06	0.90
1.67	1.1	0.06	1.00

Sensitivity of the in-pit M&I resource to gold price is as follows (inferred excluded):

Gold Price (US$)		Grade (g/t)	Tonnes (M)	Oz (M)	Strip Ratio (Waste/Ore)
$	700	1.31	195.8	8.25	2.01
$	825	1.20	238.1	9.17	1.91
$	900	1.15	255.8	9.48	1.84
$	1000	1.09	287.8	10.07	1.81
$	1100	1.05	308.0	10.37	1.76

For the purpose of the reserve estimate, the optimal Whittle pit shell was used as a guideline for the manual design of the engineered pit, and only the in-pit measured and indicated resources outlined above were considered. Optimization parameters included a gold price of US$825 per ounce, processing costs of US$4.96 per tonne, total ore-based costs of between US$6.38 and US$6.63 per tonne, average metallurgical recovery of 86.1% and inter-ramp pit slope angles between 43 and 55 degrees. For the reserve estimates, a mining dilution factor of 3.3% was calculated.

The table below shows the new reserve and resource statement for the Canadian Malartic project:

Reserve and resource estimates using base case US$825 engineered pit shell

with 0.34 g/t Au lower cut-off grade

Category	Tonnes (M)	Grade (g/t)	Au oz (M)
Proven Reserves	28.4	0.92	0.84
Probable Reserves	217.4	1.16	8.13
Proven & Probable Reserves	245.8	1.13	8.97
Indicated Resources	70.4	0.99	2.23
Inferred Resources	20.0	0.73	0.47

The updated summary of the annual mine production plan at the previously-established milling rate of 55,000 tonnes per day is as follows:

New Annual Mine Production Estimates based on 55,000 TPD Mill Rate

Period	Ore Mined (Kt)	Waste Mined (Kt)	Strip Ratio	Mill Feed* (Kt)	Grade (g/t)	Processed Gold (oz)	Recovery (%)	Recovered Gold (oz)
Pre-prod.	2,244	11,568	5.16	0	0	0	0	0
2011	17,011	40,533	2.38	15,056	1.18	568,965	86.5	492,394
2012	20,258	57,152	2.82	20,075	1.22	788,857	87.2	687,506
2013	22,967	54,441	2.37	20,075	1.26	814,023	87.4	711,812
2014	20,473	56,879	2.78	20,075	1.24	798,723	87.0	694,606
2015	20,155	57,354	2.85	20,075	1.13	732,352	85.7	627,503
2016	23,154	53,876	2.33	20,075	1.10	709,148	85.0	602,822
2017	20,625	49,433	2.40	20,075	0.97	625,547	83.6	522,970
2018	21,115	48,628	2.30	20,075	1.06	686,467	85.5	586,651
2019	20,809	33,848	1.63	20,075	1.14	738,660	87.2	643,886
2020	22,316	30,226	1.35	20,075	1.26	813,303	87.3	709,715
2021	25,029	16,817	0.67	20,075	1.29	833,849	87.0	725,056
2022	9,689	5,617	0.58	20,073	1.04	672,359	84.4	567,586
2023	0	0	0	9,966	0.57	183,582	80.9	148,428
Total/avg.	245,845	516,372	2.1	245,845	1.13	8,965,835	86.1	7,720,935

*Mill feed in a given year may include stockpiled ore.

Mine life based on a 55,000 tonnes per day milling rate is estimated at 12.2 years, with mine production daily rate, including waste, being estimated at an average of 170,000 tonnes per day. The deposit will be mined by conventional open pit mining methods using an initial fleet of twelve 227 tonne haul trucks, two electric hydraulic shovels, and various ancillary equipment to support the mining operations. The fleet will be ramped up in subsequent years according to the requirements of the mining plan. The waste to ore ratio is estimated at an average of 2.10 to 1. Mining costs used for reserve calculations have been estimated at an average of US$1.41 per tonne mined. Fuel price assumption is based on US$70 per barrel of oil.

Total gold production over life-of-mine would be 7.72 million ounces gold, at an average of 630 Koz. per year. The first five years of production would account for 3.36 million ounces of production at an average rate of 673 Koz. per year.

The following annual mine production plan is estimated at a possible ramped-up milling rate of 60,000 tonnes per day, starting in the third year of production:

Annual Mine Production Estimates based on 60,000 TPD Mill Rate (starting in 2013)

Period	Ore Mined (Kt)	Waste Mined (Kt)	Strip Ratio	Mill Feed* (Kt)	Grade (g/t)	Processed Gold (oz)	Recovery (%)	Recovered Gold (oz)
Pre-prod.	2,244	11,568	5.16	0	0	0	0	0
2011	17,011	40,533	2.38	15,056	1.18	568,965	86.5	492,394
2012	20,258	57,152	2.82	20,075	1.22	788,857	87.2	687,506
2013	22,967	54,441	2.37	21,900	1.25	879,670	87.3	768,341
2014	20,473	56,879	2.78	21,900	1.21	853,006	86.9	740,986
2015	20,155	57,354	2.85	21,900	1.09	765,085	85.5	654,085
2016	23,154	53,876	2.33	21,900	1.07	750,032	84.8	636,249
2017	20,625	49,433	2.40	21,900	0.87	612,421	82.8	506,871
2018	21,115	48,628	2.30	21,900	1.03	724,217	85.3	617,505
2019	20,809	33,848	1.63	21,900	1.11	781,489	87.0	679,694
2020	22,316	30,226	1.35	21,900	1.20	846,467	87.0	736,573
2021	25,029	16,817	0.67	21,900	1.23	868,283	86.7	752,998
2022	9,689	5,617	0.58	13,614	1.20	527,343	84.9	447,733
2023	0	0	0	0	0	0	0	0
Total/avg.	245,845	516,372	2.1	245,845	1.13	8,965,835	86.1	7,720,935

*Mill feed in a given year may include stockpiled ore.

Mine life and mine production daily rate based on this increased milling rate are similar. Total gold production over life-of-mine of 7.72 million ounces gold would be identical in this scenario, at a higher average of 679 Koz. per year. The first five years of production in this case would account for 3.50 million ounces of production at an average rate of 700 Koz. per year.

These reserve estimates and mine schedule assume that all necessary authorizations will be obtained in order to begin mining the South Barnat portion of the deposit by 2012. The current mining permit does not include South Barnat, nor does it include authorization to deviate highway 117. Additional studies are currently under way to evaluate the deviation of highway 117 and obtain required authorizations, studies that are being carried out in cooperation with the Québec Ministry of Transport and the town of Malartic. The goal of these studies are to minimize the portion of the highway to be relocated, minimize the social impact to the community and obtain all necessary mining permits for South Barnat by 2012.

Osisko Mining Corporation is currently developing the Canadian Malartic gold project into a large-scale open pit, bulk-tonnage mining operation. The Company is well-funded with $750 million in cash resources and is carrying out an aggressive mine development, reserve definition and exploration campaign. The Canadian Malartic deposit currently represents one the biggest gold reserves in Canada for a single deposit, and is still growing through ongoing drilling on new mineralized zones.

A NI 43-101 compliant, 7.7 million ounce gold M&I global resource estimate (6.4 million ounce gold M&I in-pit resource) on the main Canadian Malartic gold deposit was released on September 8, 2008 and has been filed on SEDAR. A NI 43-101 compliant, 6.3 million ounce gold reserve estimate and Feasibility Study on the main Canadian Malartic gold deposit was released on November 25, 2008 and has been filed on SEDAR. A NI 43-101 compliant, 2.2 million ounce gold M&I global resource estimate (2.0 million ounces gold M&I in-pit resource) on the South Barnat gold deposit was released on June 2, 2009 and has been filed on SEDAR. A NI 43-101 compliant, 11.2 million ounce gold M&I global resource estimate (9.2 million ounces gold M&I in-pit resource) on the combined Canadian Malartic and South Barnat gold deposit was released on December 14, 2009, and a NI 43-101 compliant report on this last resource estimate as well as the updated reserve estimate herein will be filed on SEDAR within 45 days of the date of this press release.

Mr. Elzéar Belzile, P. Eng. of BSI, Mr. Louis-Pierre Gignac, P. Eng. of G Mining Services Inc. and Mr. Robert Wares, P. Geo. and Executive Vice-President of Osisko, are the Qualified Persons who have reviewed this news release and are responsible for the technical information reported herein, including verification of the data disclosed.

Conference Call

Osisko will host a conference call on Wednesday, February 10 at 1:00 PM Montreal time, where senior management will discuss the press release and will be available to respond to questions from analysts and investors. Those interested in participating in the conference call should dial in at 416-359-1281 (Toronto local and international), or 1-800-704-8781 (North American toll free). An operator will direct participants to the call.

Cautionary Notes Concerning Estimates of Mineral Resources

This news release uses the terms measured, indicated and inferred resources as a relative measure of the level of confidence in the resource estimate. Readers are cautioned that mineral resources are not economic mineral reserves and that the economic viability of resources that are not mineral reserves has not been demonstrated. In addition, inferred resources are considered too geologically speculative to have any economic considerations applied to them. It cannot be assumed 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 pre-feasibility studies or economic studies except for Preliminary Assessment as defined under NI 43-101. Readers are cautioned not to assume that that further work will lead to mineral reserves that can be mined economically.

Forward Looking Statements

Certain statements contained in this press release may be deemed “forward-looking statements”. All statements in this release, other than statements of historical fact, that address events or developments that the Corporation expects to occur, are forward looking statements. 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 that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, including, without limitation that all technical, economical and financial conditions will be met in order to put the Canadian Malartic Project into commercial production, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include gold prices, access to skilled consultants, mining development and mill production personnel, results of exploration and development activities, the Corporation’s limited experience with production and development stage mining operations, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, timeliness of government approvals, actual performance of facilities, equipment and processes relative to specifications and expectations, unanticipated environmental impacts on operations market prices, continued availability of capital and financing and general economic, market or business conditions. These factors are discussed in greater detail in the Corporation’s most recent Annual Information Form filed on SEDAR, which also provides additional general assumptions in connection with these statements. The Corporation cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the Corporation’s forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Corporation believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release.

For further information please contact:

John Burzynski	Sylvie Prud’homme
Vice-President Corporate Development	Investor Relations
Tel. (514) 735-7131	Tel. (514) 735-7131
www.osisko.com	Toll Free: 1-888-674-7563

EX-4.1 9 a2197935zex-4_1.htm EXHIBIT 4.1

Exhibit 4.1

[PricewaterhouseCoopers Letterhead]

PricewaterhouseCoopers LLP

1250 René-Lévesque Boulevard West

Suite 2800

Montréal, Quebec

Canada H3b 2G4

Telephone +1 514 205 5000

Facsimile +1 514 876 1502

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-8 of our report dated Febraury 16, 2010 relating to the financial statements of Osisko Mining Corporation, which appears in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Montréal, Quebec, Canada

April 13, 2010

EX-4.2 10 a2197935zex-4_2.htm EXHIBIT 4.2

Exhibit 4.2

April 8, 2010

Consent of David Runnels, Eng.

Board of Directors, Osisko Mining Corporation

United States Securities and Exchange Commission

To the Board of Directors of Osisko Mining Corporation

I, David Runnels, Eng., of BBA Inc., consent to:

1. The incorporation by reference in the Offer and Circular of Osisko Mining Corporation (the “Company”), included as part of the Company’s Registration Statement on Form F-8 as filed with the Securities and Exchange Commission, of the description of the report titled “Feasibility Study — Canadian Malartic Project (Malartic, Quebec)” dated December, 2008.

2. The information that forms the summary of the report of the description of project and to the use of my name under the Offer and Circular and Registration Statement as a named expert.

Dated as of April 8, 2010

SIGNED

/s/ David Runnels
David Runnels

EX-4.3 11 a2197935zex-4_3.htm EXHIBIT 4.3

Exhibit 4.3

April 13, 2010

Consent of B. Terrence Hennessey, P. Geo

Board of Directors, Osisko Mining Corporation

United States Securities and Exchange Commission

To the Board of Directors of Osisko Mining Corporation

I, B. Terrence Hennessey, P. Geo, of Micon International Limited, consent to:

2. The information that forms the summary of the report of the description of project and to the use of my name under the Offer and Circular and Registration Statement as a named expert.

Dated as of the 13th day of April, 2010

SIGNED


/s/ B. Terrence Hennessey
B. Terrence Hennessey

SUITE 900 - 390 BAY STREET, TORONTO ONTARIO, CANADA M5H 2Y2

Telephone (1) (416) 362-5135 Fax (1) (416) 362 5763

EX-4.4 12 a2197935zex-4_4.htm EXHIBIT 4.4

Exhibit 4.4

399, Montée du Sourire, Rouyn-Noranda, Qc, J9X 5L2

April 13, 2010

Consent of Elzéar Belzile, Eng.

Board of Directors, Osisko Mining Corporation

United States Securities and Exchange Commission

To the Board of Directors of Osisko Mining Corporation

I, Elzéar Belzile, Eng., of BBA Inc., consent to:

1. The incorporation by reference in the Offer and Circular of Osisko Mining Corporation (the “Company”), included as part of the Company’s Registration Statement on Form F-8 as filed with the Securities and Exchange Commission, of the description of the reports titled “Feasibility Study — Canadian Malartic Project (Malartic, Quebec)” dated December, 2008 and “Updated resource and reserve estimates for the — Canadian Malartic Project (Malartic, Quebec)” dated March 22, 2010.

2. The information that forms the summary of the reports of the description of project and to the use of my name under the Offer and Circular and Registration Statement as a named expert.

Dated as of the 13th day of April, 2010

SIGNED


/s/ Elzéar Belzile
Elzéar Belzile

EX-4.5 13 a2197935zex-4_5.htm EXHIBIT 4.5

Exhibit 4.5

April 13, 2010

Consent of Louis-Pierre Gignac, Eng.

Board of Directors, Osisko Mining Corporation

United States Securities and Exchange Commission

To the Board of Directors of Osisko Mining Corporation

I, Louis-Pierre Gignac, Eng., of G Mining Services Inc., consent to:

1. The incorporation by reference in the Offer and Circular of Osisko Mining Corporation (the “Company”), included as part of the Company’s Registration Statement on Form F-8 as filed with the Securities and Exchange Commission, of the description of the reports titled “Feasibility Study — Canadian Malartic Project (Malartic, Quebec)” dated December, 2008 and “Updated resource and reserve estimates for the — Canadian Malartic Project (Malartic, Quebec)” dated March 22, 2010.

2. The information that forms the summary of the reports of the description of project and to the use of my name under the Offer and Circular and Registration Statement as a named expert.

Dated as of the 13th day of April, 2010

SIGNED


/s/ Louis-Pierre Gignac, Eng.
Louis-Pierre Gignac

EX-4.6 14 a2197935zex-4_6.htm EXHIBIT 4.6

Exhibit 4.6

April 13, 2010

To:	The Board of Directors of Osisko Mining Corporation

Subject:	Consent of André-Martin Bouchard, P. Eng.
	Board of Directors, Osisko Mining Corporation
	United States Securities and Exchange Commission

To the Board of Directors of Osisko Mining Corporation

I, André-Martin Bouchard, P. Eng., of Genivar Income Fund, consent to:

2. The information that forms the summary of the report of the description of project and to the use of my name under the Offer and Circular and Registration Statement as a named expert.

Dated as of the 13th day of April, 2010

SIGNED


/s/ André-Martin Bouchard
André-Martin Bouchard, P. Eng.
Environment Director

1600, René-Lévesque (West) Boulevard, 16th Floor - Montreal, Quebec CANADA H3H 1P9
Phone.: (514) 340-0046 - Fax: (514) 340-1337 - www.genivar.com

EX-4.7 15 a2197935zex-4_7.htm EXHIBIT 4.7

Exhibit 4.7

April 13, 2010

Consent of Michel R. Julien, Eng., Ph. D.

Board of Directors, Osisko Mining Corporation

United States Securities and Exchange Commission

To the Board of Directors of Osisko Mining Corporation

I, Michel R. Julien, Eng., Ph. D. of Golder Associates Inc., consent to:

2. The information that forms the summary of the report of the description of project and to the use of my name under the Offer and Circular and Registration Statement as a named expert.

Dated as of the 13th day of April, 2010

SIGNED


/s/ Michel R. Julien
Michel R. Julien, Eng. Ph. D
Principal

EX-4.8 16 a2197935zex-4_8.htm EXHIBIT 4.8

Exhibit 4.8

April 13, 2010

Consent of Richard Gowans, P. Eng.

Board of Directors, Osisko Mining Corporation

United States Securities and Exchange Commission

To the Board of Directors of Osisko Mining Corporation

I, Richard Gowans, P. Eng., of Micon International Limited, consent to:

2. The information that forms the summary of the report of the description of project and to the use of my name under the Offer and Circular and Registration Statement as a named expert.

Dated as of the 13th day of April, 2010

SIGNED


/s/ Richard Gowans
Richard Gowans

SUITE 900 - 390 BAY STREET, TORONTO ONTARIO, CANADA M5H 2Y2

Telephone (1) (416) 362-5135 Fax (1) (416) 362 5763

EX-4.9 17 a2197935zex-4_9.htm EXHIBIT 4.9

Exhibit 4.9

April 13, 2010

Consent of Robert Wares, P. Geo

Board of Directors, Osisko Mining Corporation

United States Securities and Exchange Commission

To the Board of Directors of Osisko Mining Corporation (the “Company”)

I, Robert Wares, P. Geo and Chief Operating Officer of the Company, consent to:

1. The incorporation by reference in the Offer and Circular of the Company, included as part of the Company’s Registration Statement on Form F-8 as filed with the Securities and Exchange Commission, of the description of the reports that were prepared under my direct supervision of certain mineral reserves at Canadian Malartic Project as at December 2008 and March 2010.

2. The information that forms the summary of the reports of the description of project and other information pertaining to the Canadian Malartic Project and to the use of my name under the Offer and Circular and Registration Statement as a named expert.

Dated as of the 13th day of April, 2010

SIGNED


/s/ Robert Wares
Robert Wares

1100, De la Gauchetiére Ouest, bureau 300, Montréal, Québec, Canada H3C 3E4
Téléphone (514) 735-7131 – Télécopieur (514) 933-3290
osisko.com

EX-4.10 18 a2197935zex-4_10.htm EXHIBIT 4.10

Exhibit 4.10

CONSENT OF FRASER MILNER CASGRAIN LLP

April 13, 2010

We hereby consent to the reference to our name and opinions contained under the headings “Legal Matters” and “Certain Canadian Federal Income Tax Considerations” in the Circular accompanying the Offer dated April 13, 2010 made by Osisko Mining Corporation to the holders of Common Shares of Brett Resources Inc. included in the Registration Statement on Form F-8 dated the date hereof relating to the registration of common shares of Osisko Mining Corporation.

/s/ Fraser Milner Casgrain LLP
Fraser Milner Casgrain LLP

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Guaranteed investment certificates, bearing interest of 0.03%, maturing in January 2010 (2009 – US$5,209,000; 2008 – US$16,213,000)