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Osisko Metals Incorporated Proxy Solicitation & Information Statement 2019

Aug 9, 2019

45094_rns_2019-08-09_c51e3f7a-3a99-4de1-9092-8aa44469616e.pdf

Proxy Solicitation & Information Statement

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OSISKO METALS INCORPORATED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting (“ Meeting ”) of the shareholders of Osisko Metals Incorporated (the “ Corporation ”) will be held at Lavery, Suite 4000,1 Place Ville Marie, Montréal, QC, Canada, on Tuesday, September 10, 2019 at 10:00 a.m. (Montréal time), for the following purposes:

  1. To receive the audited financial statements of the Corporation for the fiscal year ended December 31, 2018, together with the auditors’ report thereon;

  2. To fix the number of directors at eight (8);

  3. To elect directors for the ensuing year;

  4. To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors to fix their remuneration;

  5. To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution to approve the Corporation’s existing 10% rolling stock option plan, as more particularly described in the accompanying Management Information Circular (“ Circular ”); and

  6. To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

Accompanying this Notice is the Circular which provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

Registered Shareholders

Every registered holder (“ Registered Shareholder ”) of common shares of the Corporation (“ Common Shares ”) at the close of business on August 1, 2019 (the “ Record Date ”) is entitled to receive notice, and to vote such Common Shares at the Meeting, except to the extent that such registered holder has transferred the ownership of any of his, her or its Common Shares after the Record Date and the transferee of such Common Shares produces properly endorsed share certificates or otherwise establishes that he, she or it owns the Common Shares and demands, not later than ten (10) days before the Meeting, that he, she or it be entitled to vote such Common Shares at the Meeting.

Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their Common Shares will be voted at the Meeting are requested to complete, sign and deliver the enclosed form of proxy to the Corporation, c/o AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1, or alternatively, to vote using the internet or in person at their discretion, in accordance with the enclosed instructions. In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment(s) thereof. Further instructions with respect to the voting by proxy are provided in the form of proxy and in the Circular accompanying this Notice.

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Non-Registered Shareholders

Shareholders may beneficially own Common Shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary (“ Non-Registered Shareholders ”). Without specific instructions, intermediaries are prohibited from voting Common Shares for their clients. If you are a Non- Registered Shareholder, it is vital that the voting instruction form provided to you by your broker, intermediary or its agent is returned according to their instructions, sufficiently in advance of the deadline specified by the broker, intermediary or its agent, to ensure that they are able to provide voting instructions on your behalf.

DATED at Montréal, Québec, this 31st day of July, 2019.

BY ORDER OF THE BOARD

(signed) “Jeff Hussey” President and Chief Executive Officer