Certain Mining Properties of Osisko Gold Royalties Ltd entered into binding letter agreement to acquire Barolo Ventures Corp. (OTCPK:RNGT.F) from Emprise Capital Corp., Investment Arm and others in a reverse merger transaction on October 5, 2020. Certain Mining Properties of Osisko Gold Royalties Ltd entered into a definitive amalgamation agreement to acquire Barolo Ventures Corp. from Emprise Capital Corp., Investment Arm and others in a reverse merger transaction on October 23, 2020. Under the terms of the transaction, common shares will be consolidated on a 60:1 basis. Osisko will transfer certain mining properties, including the Cariboo Gold Project, and a portfolio of marketable securities valued at approximately CAD 120 million to Barolo. Post completion of the transaction, the resulting issuer is expected to be owned approximately (i) 88% by Osisko, (ii) 11.8% by the holders of Subscription Receipts, and (iii) 0.2% by Barolo's shareholders. Osisko Subco will amalgamate with Barolo Subco to form one corporation "Amalco". Osisko and Barolo have also entered into an engagement letter with Canaccord Genuity Corp and National Bank Financial Inc. on behalf of a syndicate of underwriters on October 5, 2020, pursuant to which underwriters have agreed to sell, on a bought deal private placement basis. 13.4 million Subscription Receipts for CAD 7.5 per subscription right for gross proceeds of CAD 100 million. As of October 29, 2020, the CAD 100 million Subscription Receipt Offering has been completed. Post completion of the transaction, resulting issuer will be named as ‘Osisko Development Corp.' and its ticker symbol will be ODV. Following completion of the transaction, Barolo will be continued from under the Laws of British Columbia under the BCBCA to the Laws of Canada under the CBCA. The annual general and special meeting of shareholders will be held on November 20, 2020.

In connection with a transaction the board of directors and the management of Barolo shall be reconstituted. The board of directors of the Resulting Issuer is expected to include Sean Roosen as Chair, Charles Page as Lead Director, John Burzynski, Michèle McCarthy, Éric Tremblay, Duncan Middlemiss and Joanne Ferstman as Director from the Osisko board. Management of the Resulting Issuer is expected to include Sean Roosen (Chair and Chief Executive Officer), Chris Lodder (President), Luc Lessard (Chief Operating Officer), Benoit Brunet (Chief Financial Officer and Corporate Secretary), Francois Vezina (Vice President, Technical Services), Chris Pharness (Vice President, Sustainable Development), Maggie Layman (Vice President, Exploration) and a further technical team that will be transferred from Osisko to Osisko Development. Sean Roosen will transition to the role of Executive Chair of Osisko to focus on the launch of Osisko Development. Sandeep Singh, currently President of Osisko, will take on the role of Chief Executive Officer.

The transaction is subject to consummation of the financing, share consolidation, shareholder's approval of both Barolo and Osisko, execution of escrow agreement, none of the Barolo Shareholders shall have exercised Dissent Rights, the conditional approval of the Exchange for the listing thereon of the Resulting Issuer Shares, resignation of Barlos's directors, and TSX-V approval. Barolo's shareholders representing approximately 86% ownership have entered into a voting support agreement with Osisko in support of the transaction. As of October 29, 2020 the private placement offering has closed. On November 12, 2020, Barolo received conditional approval of the TSX-V to (i) list additional common shares of Barolo (the "Barolo Shares") pursuant to the RTO, (ii) consolidate the Barolo Shares on the basis of one (1) post-consolidation Barolo Share for each sixty (60) pre- consolidation Barolo Shares (the "Consolidation"), and (iii) change the name of the Resulting Issuer to "Osisko Development Corp." (the "Name Change"). Final approval of the TSX-V is subject to Barolo (or the Resulting Issuer) meeting certain conditions required by the TSX-V. On November 20, 2020, Barolo Shareholders adopted resolutions approving, the Continuance, the Consolidation, the Name Change, the Board Reconstitution and the Resulting Issuer Equity Incentive Plans. The shareholder approval of the Consolidation will be obtained by written consent.

As of November 23, 2020 Barolo has received conditional approval of the Exchange for the Amalgamation and the listing of the Resulting Issuer Shares to be issued to Osisko. Final approval of the TSX-V is subject to Barolo (or the Resulting Issuer) meeting certain conditions required by the TSX-V. Upon receipt of the final approval of the TSX-V, the Resulting Issuer's shares will commence trading on the TSX-V under the symbol 'ODV', which is expected to occur on or about December 2, 2020. Barolo Ventures Corp. changed its name to Osisko Development Corp. The transaction is expected to close on or about November 25, 2020. Sander Grieve of Bennett Jones LLP acted as the legal advisor for Osisko. Jeff Durno of Cassels Brock & Blackwell LLP acted as legal advisor for Barolo. Stikeman Elliott LLP acted as the legal advisor for the underwriters. Computershare Trust Company of Canada acted as transfer agent and registrar of Barolo Ventures.

Certain Mining Properties of Osisko Gold Royalties Ltd completed the acquisition of Barolo Ventures Corp. (OTCPK:RNGT.F) from Emprise Capital Corp., Investment Arm and others in a reverse merger transaction for CAD 750 million on November 25, 2020. Following completion of the Amalgamation, Osisko Royalties holds beneficial ownership and control over 100 million ODV Shares, representing approximately 88% of the issued and outstanding ODV Shares. Effective upon closing of the RTO, the Board of Directors of Osisko Development was reconstituted to consist of: Sean Roosen (Chair); Charles Page (Lead Director); John Burzynski; Joanne Ferstman; Michèle McCarthy; Duncan Middlemiss; and Éric Tremblay. Effective upon closing of the RTO, management of Osisko Development was reconstituted to consists of: Sean Roosen (Chair and Chief Executive Officer); Chris Lodder (President); Luc Lessard (Chief Operating Officer); Benoit Brunet (Chief Financial Officer, Vice President, Finance and Corporate Secretary); François Vézina (Vice President, Technical Services); Chris Pharness (Vice President, Sustainable Development); Maggie Layman (Vice President, Exploration); and a further technical team that will be transferred from Osisko Royalties to Osisko Development. The ODV Shares have been conditionally approved for listing on the TSX Venture Exchange (the "TSX-V"), and are expected to begin trading on the TSX-V on or about December 2, 2020 under the symbol "ODV".