Osisko Announces Royalty Financing, Private Placement and Technical Advisory Agreements With Barkerville Gold Mines

MONTREAL, QUEBEC--(Marketwired - Nov. 30, 2015) - Osisko Gold Royalties Ltd (the "Corporation" or "Osisko") (TSX:OR) today announces that it has entered into a binding letter agreement ("Agreement") with Barkerville Gold Mines (TSX VENTURE:BGM) whereby Osisko has agreed to purchase 32 million common shares of Barkerville (the "Private Placement") as well as a 1.5% NSR royalty on the Cariboo Gold Project (the "Royalty Financing"), located in British Columbia, Canada.

The Cariboo Gold Project consists of 1,164 square kilometers of land along a strike length of 60 kilometers which includes several past producing mines in the Cariboo Gold District, a historically profitable yet still underexplored area of south-central British Columbia. Based upon historic estimates, historical gold production in the Cariboo area is approximately 3.8 million ounces. At Cariboo, the Cow Mountain deposit contains a NI 43-101 compliant mineral resource totaling 2.8 million ounces Au in the indicated category (35.8 million tonnes at 2.4g/t) with an additional 2.0 million ounces Au in the inferred category (27.4 million tonnes at 2.3g/t), both using a 0.5g/t cut-off grade.

Sean Roosen, Chairman and Chief Executive Officer of Osisko commented on the transaction: "We are pleased to fund Barkerville's exploration and development activities in an evolving gold mining district and are pleased to provide complementary technical support to the Barkerville team."

Private Placement

Pursuant to the Private Placement, Osisko agreed to acquire 32 million flow-through common shares of Barkerville at a price of C$0.32 per share, for total proceeds to Barkerville of C$10,240,000. Following the Private Placement, Osisko expects to have ownership over 47,625,000 common shares of Barkerville, representing approximately 19.9% of the issued and outstanding Barkerville shares.

Osisko will file an Early Warning Report in connection with this non-brokered private placement with Barkerville.

Royalty Financing

Osisko has also agreed to acquire a 1.5% net smelter return ("NSR") royalty on the Cariboo Gold Project for a cash consideration of C$25 million. As part of the Royalty Financing, Osisko and Barkerville have also agreed to negotiate a gold stream agreement ("Gold Stream Agreement") following the completion by Barkerville of a feasibility study on the Cariboo Gold Project. Following a 60 day negotiation period, if Osisko and Barkerville have not entered into a Gold Stream Agreement, Barkerville shall either grant a right to Osisko to purchase an additional 0.75% NSR royalty for consideration of C$12.5 million, or make a payment of C$12.5 million to Osisko.

Appointments and Technical Advisory

As part of the Agreement, Osisko will have the right to appoint two nominees to Barkerville's board of directors. Upon closing of the Private Placement, Sean Roosen shall be appointed as Co-Chairman of Barkerville, and Chris Lodder, who is currently a director of Barkerville, will serve as Osisko's second nominee. Additionally, upon closing of the Royalty Financing, Barkerville shall appoint Osisko's nominees to President and Chief Operating Officer of Barkerville. Barkerville's current President and Chief Executive Officer, Thomas J. Obradovich, will continue as Chief Executive Officer.

Additionally, as part of the Agreement, Osisko and Barkerville will enter into a technical advisory agreement whereby Osisko will review data and provide advice to Barkerville during the exploration, development and construction of the project.

Both the Private Placement and the Royalty Financing are expected to close on or around January 15, 2016, subject to regulatory approvals and other customary conditions.