Osisko Gold Group Inc.

COLLATERAL

Section 14.01. Security Documents. From and after the Issue Date and upon the execution and delivery of the Intercreditor Agreement and the other Security Documents, the due and punctual payment of the principal of, premium, if any, additional interest, if any, or interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at stated maturity thereof, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, additional interest, if any, or interest on the Notes and performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustees or the Collateral Agent under this Indenture, the Notes, the related Guarantees, the Intercreditor Agreement and the other Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreement. The Trustees, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Agent holds a security interest in the Collateral for the benefit of the Notes Secured Parties and pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral and the Intercreditor Agreement) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Collateral Agent to enter into the Security Documents (including the Intercreditor Agreement) or joinders thereto, and at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Collateral Agent copies of all documents required to be filed pursuant to the Security Documents and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 14.01, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the filing of PPSA financing statements and financing change statements) required to cause the Security Documents to create and maintain, as security for the Notes Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the other Security Documents), in favor of the Collateral Agent for the benefit of the Notes Secured Parties. It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the laws of any non-Canadian or non-U.S. jurisdiction. Each of the Trustees, the Collateral Agent and each Holder (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement (including the Intercreditor Agreement) entered into pursuant to the terms hereof and (b) in the case of each Holder, hereby authorizes and instructs the Trustees and the Collateral Agent to enter into each intercreditor agreement (including the Intercreditor Agreement) entered into pursuant to the terms hereof and to subject the Liens securing the Notes Obligations to the provisions thereof. In the event of any conflict with the terms of this Indenture and the Security Documents, on the one hand, and the Intercreditor Agreement, on the other hand, the terms of the Intercreditor Agreement shall control.

Section 14.02. Release and Subordination of Collateral.

(a) The Collateral may be released from the Lien and security interest created by the Security Documents at any time and from time to time with respect to the Notes in accordance with the provisions of the Intercreditor Agreement, the other Security Documents and this Indenture. Notwithstanding anything to the contrary in the Intercreditor Agreement, the other Security Documents and this Indenture, the Liens securing the Notes and the Notes Obligations created by this Indenture and/or the Security Documents will be released with respect to all of the Collateral upon:

(1) the full and final payment and performance of the Notes Obligations;

(2) the Issuer effecting Legal Defeasance or Covenant Defeasance as provided in Article Thirteen or the Issuer’s obligations under this Indenture being discharged in accordance with the terms herein; or

(3) the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then Outstanding; or

(4) the occurrence of a Covenant Suspension Event; provided that, after a Reversion Date, the Issuer and the Guarantors shall take all actions reasonably necessary to provide the Collateral Agent, for the benefit of the Notes Secured Parties, valid, perfected, first priority security interests (subject to Permitted Liens) in the assets which were otherwise required to constitute Collateral within 90 days after such Reversion Date or as soon as reasonably practicable thereafter.

(b) The Collateral Agent will release from the Liens on the Collateral securing the Notes Obligations created by this Indenture and/or the Security Documents on:

(1) any Collateral to enable any sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of any Collateral to a Person (in the case of Collateral held by a U.S. Obligor, such Person shall not also be a U.S. Obligor) if (i) such sale, exchange, transfer or other disposition is not prohibited by the applicable provisions of this Indenture or the Security Documents; and (ii) any products or proceeds received by the Issuer or a Guarantor in respect of any such Collateral shall continue to constitute Collateral to the extent required by this Indenture and the Security Documents;

(2) the property and assets of a Guarantor upon the release of such Guarantor from its Guarantee in accordance with the terms of this Indenture;

(3) any part of the Collateral (but not all or substantially all of the Collateral) with the consent of the Holders of at least a majority in principal amount of the Notes then Outstanding;

(4) any Collateral to the extent required by any Acceptable Intercreditor Agreement (to the extent in effect at such time); and

(5) with respect to any Collateral that becomes an Excluded Asset, upon it becoming an Excluded Asset.

The Collateral Agent will subordinate the Liens on the Collateral securing the Notes Obligations created by this Indenture and/or the Security Documents to certain holders of Permitted Liens.

(c) The Trustees and the Collateral Agent, for the benefit of the Issuer and the Guarantors, shall, upon request of the Issuer and receipt of an Officer’s Certificate (describing the Collateral to be released or subordinated) and Opinion of Counsel (upon which the Trustees and Collateral Agent may conclusively rely), each stating that all conditions precedent under this Indenture, the Intercreditor Agreement and the other Security Documents, as applicable, to such release or subordination have been met and that such release is authorized or permitted by the terms of this Indenture, the Intercreditor Agreement and the other Security Documents, as applicable, execute and deliver (at the Issuer’s sole expense) without recourse, representations or warranties, any necessary or proper documents or instruments of termination, satisfaction or release or subordination prepared and requested by the Issuer in connection with such release or subordination to evidence the release of any Collateral permitted to be released pursuant to this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents.

Neither the Trustees nor the Collateral Agent shall be responsible or liable for any such release undertaken in reliance upon any such Officer’s Certificate and Opinion of Counsel, or for any release which, pursuant to the terms of the applicable Security Document, may be effected automatically or by the Issuer, a Guarantor, a collateral trustee or other sub-agent, without further action by or knowledge of the Collateral Agent or the Trustees.

Notwithstanding anything to the contrary herein, the Issuer and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act of 1939, as amended.

Section 14.03. Suits to Protect the Collateral. Subject to the provisions of Article Six, the Intercreditor Agreement and the other Security Documents, the Trustees may or may direct the Collateral Agent to take all actions they determine in order to:

(a) enforce any of the terms of the Security Documents; and

(b) collect and receive any and all amounts payable in respect of the Notes Obligations.

Subject to the provisions of the Intercreditor Agreement and the other Security Documents, the Trustees and the Collateral Agent shall have power to institute and to maintain such suits and proceedings as the Trustees or the Collateral Agent may determine to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Intercreditor Agreement, the other Security Documents or this Indenture, and such suits and proceedings as the Trustees or the Collateral Agent may determine to preserve or protect its interests and the interests of the Holders of the Notes in the Collateral. Nothing in this Section 14.03 shall be considered to impose any such duty or obligation to act on the part of the Trustees or the Collateral Agent.

Section 14.04. Authorization of Receipt of Funds by the Trustees under the Security Documents. Subject to the provisions of the Intercreditor Agreement, the Trustees are authorized to receive, and the Collateral Agent is authorized to turn over to the Trustees, any funds for the benefit of the Holders of the Notes distributed under the Security Documents and to make further distributions of such funds to the Holders of such Notes according to the provisions of this Indenture.

Section 14.05. Purchaser Protected. In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral Agent or the Trustees to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article Fourteen to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or any Guarantor to make any such sale or other transfer.

Section 14.06. Powers Exercisable by Receiver or Trustees. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article Fourteen upon the Issuer or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or a Guarantor or of any Officer or Officers thereof required by the provisions of this Article Fourteen; and if either Trustee or the Collateral Agent shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by such Trustee or the Collateral Agent.

Section 14.07. Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustees and the Collateral Agent an Officer’s Certificate certifying that (i) payment in full of the principal of, together with accrued and unpaid interest, if any, on, the Notes and all other Note Obligations that were due and payable at or prior to the time such principal, together with accrued and unpaid interest, if any, were paid, (ii) the Issuer shall have either (x) exercised its Legal Defeasance option or its Covenant Defeasance option with respect to the Notes, in each case in compliance with the provisions of Article Thirteen hereof or (y) satisfied and discharged this Indenture as to the Notes in compliance with the provisions of Article Four hereof, or (iii) the Liens on the Collateral securing the Notes shall have been released and discharged pursuant to the applicable provisions of the Intercreditor Agreement, and (iv) in each case of (i), (ii), and (iii) above, that such release is permitted by this Indenture and the Security Documents and in each case of (i), (ii) and (iii) above, an Opinion of Counsel, each stating that all conditions precedent to the release of such Lien on the Collateral by the Trustees and the Collateral Agent have been satisfied, and that such release of Lien is authorized or permitted by the terms of this Indenture, the Intercreditor Agreement, and any other Security Document, as applicable. Upon receipt, the Trustees and the Collateral Agent shall deliver to the Issuer a release of such Lien on the Collateral with respect to the Notes without recourse, representations or warranties and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable (the date of such release, the “Release Date”).

Section 14.08. Collateral Agent.

(a) The Issuer and each of the Holders, by acceptance of the Notes, hereby designate and appoint the Collateral Agent as their collateral agent under this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents and the Issuer and each of the Holders, by acceptance of the Notes, hereby irrevocably authorize the Collateral Agent to take such action on their behalf under the provisions of this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents and consent and agree to the terms of the Intercreditor Agreement and each other Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to act as such on the express conditions contained in this Section 14.08. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized by and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Intercreditor Agreement, any Acceptable Intercreditor Agreement and in the other Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustees, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” and “collateral agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such terms are used merely as a matter of market custom, and are intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The Collateral Agent may perform any of its duties under this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents by or through receivers, agents, nominees, collateral trustees, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (each, a “Related Person”), and shall be entitled to advice of counsel or other relevant experts (as reasonably required) concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel or other relevant experts (as reasonably required). The Collateral Agent shall not be responsible or liable for the negligence or misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care. The Collateral Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved by a final order of a court of competent jurisdiction that the Collateral Agent was grossly negligent in ascertaining the pertinent facts.

(c) Neither the Collateral Agent nor its Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction) or under or in connection with the Intercreditor Agreement, any Acceptable Intercreditor Agreement or any other Security Documents or the transactions contemplated thereby (except for its own gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction) or (ii) be responsible in any manner to any of the Trustees or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any Guarantor or Affiliate of the Issuer or any Guarantor, or any Officer or Related Person thereof, contained in this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement or the other Security Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement or the other Security Documents, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement or the other Security Documents, or for any failure of the Issuer or any Guarantor or any other party to this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement or the other Security Documents to perform its obligations hereunder or thereunder. None of the Collateral Agent or any of their respective Related Persons shall be under any obligation to the Trustees or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement or the other Security Documents or to inspect the properties, books or records of the Issuer or any Guarantor or any of the Issuer’s or Guarantor’s Affiliates.

(d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, certification, telephone message, statement or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any Guarantor), independent accountants and other experts and advisors selected by the Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture (other than its obligations under, and actions contemplated by, Article Fifteen hereof, pursuant to the written direction of the Issuer and subject to the terms and conditions thereof), the Intercreditor Agreement, any Acceptable Intercreditor Agreement or the other Security Documents unless it shall first receive such advice or concurrence of the Issuer, a Trustees or the Holders of a majority in aggregate principal amount of the then Outstanding Notes as it determines and, if it so requests, it shall first be offered (and, if requested, provided) security or indemnity to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement or the other Security Documents in accordance with a request, direction, instruction or consent of the Trustees or the Holders of a majority in aggregate principal amount of the then Outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders.

(e) The Collateral Agent shall not be deemed to have actual or constructive knowledge or actual or constructive notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received written notice from the Trustees or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default” under this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustees in accordance with Article Five or the Holders of a majority in aggregate principal amount of the then Outstanding Notes (subject to this Section 14.08).

(f) Subject to Section 6.15(b) of this Indenture, the Collateral Agent may resign at any time by providing 30 days’ written notice to the Trustees and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as a Collateral Agent. If a Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Trustees, at the direction of the Holders of a majority of the aggregate principal amount of the then Outstanding Notes, and at the sole expense of the Issuer, may appoint a successor collateral agent, subject to the consent of the Issuer (which consent shall not be unreasonably withheld and which shall not be required during a continuing Event of Default). If no successor collateral agent is appointed and consented to by the Issuer pursuant to the preceding sentence within 30 days after the intended effective date of resignation (as stated in the notice of resignation), the retiring Collateral Agent shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as a Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 14.08 (and Section 6.07 hereof) shall continue to inure to its benefit, and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was a Collateral Agent under this Indenture. If at any time the Collateral Agent shall amalgamate, merge, consolidate or transfer substantially all of its assets to another entity, such other entity shall be the successor Collateral Agent in accordance with Section 6.11, with the references therein to “Trustee” being deemed references to “Collateral Agent.”

(g) Except as otherwise explicitly provided herein, in any Acceptable Intercreditor Agreement or in the Intercreditor Agreement or the other Security Documents, neither the Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its respective officers, directors or employees shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction.

(h) By their acceptance of the Notes, each Holder is deemed to authorize and direct, the Collateral Agent and Trustees, if applicable, to (i) enter into the Intercreditor Agreement (including pursuant to joinders thereto), (ii) enter into any other Acceptable Intercreditor Agreements and/or the other Security Documents to which it is party (and any joinder thereto), whether executed on or after the Issue Date, (iii) bind the Notes Secured Parties on the terms as set forth in the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents, and (iv) perform and observe its obligations under the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents.

(i) If at any time or times the Trustees shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustees from the Collateral Agent pursuant to the terms of this Indenture or the Security Documents, or (ii) payments from the Collateral Agent in excess of the amount required to be paid to the Trustees pursuant to Section 5.06, such Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent; such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture, the Intercreditor Agreement, any Acceptable Intercreditor Agreement and the other Security Documents.

(j) The Collateral Agent is the party in whose name the security interest, for the benefit of the Holders, shall be perfected, including for assets that can be perfected only by possession and/or control in accordance with the PPSA or Article 9 of the UCC. Should a Trustee obtain possession and/or control of any such Collateral, upon request from the Issuer, such Trustee shall notify the Collateral Agent thereof and promptly shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

(k) The Collateral Agent shall have no obligation whatsoever to the Trustees or any of the Holders to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained, renewed, or enforced or are entitled to any particular priority, or to determine whether all of the Issuer’s or such Guarantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent pursuant to this Indenture, the Intercreditor Agreement and any other Security Documents other than pursuant to the instructions of the Trustees or the Holders of a majority in aggregate principal amount of the then Outstanding Notes or as otherwise provided in the Security Documents.