Osisko Gold Group Inc.

REDEMPTION OF NOTES

Section 11.01. Right of Redemption. At any time prior to October 1, 2028, the Issuer may, at its option and on one or more occasions, redeem all or a part of the Notes, upon notice as set forth in Section 11.06, at a Redemption Price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date.

On and after October 1, 2028, the Issuer may, at its option and on one or more occasions, redeem all or a part of the Notes upon notice as set forth in Section 11.06, at the Redemption Prices (expressed as percentages of principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below:

In addition, prior to October 1, 2028, the Issuer may, at its option, upon notice as set forth in Section 11.06, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 109.250% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date;providedthat (a) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption, unless all such Notes are redeemed substantially concurrently, and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

In addition, at any time and from time to time prior to October 1, 2028, the Issuer may redeem up to 10% of the aggregate principal amount of the Notes (including Additional Notes) issued under this Indenture during each twelve-month period commencing from the Issue Date, upon notice as described in Section 11.06 at a Redemption Price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

If the Issuer determines that (i) any Payor has, or on the next Interest Payment Date would, become obligated to pay to the Holder of any Notes Additional Amounts as a result of (1) any amendment to, or change in, the laws governing withholding taxes or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is announced or becomes effective on or after the date of the Offering Memorandum (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the Offering Memorandum, such later date) or (2) any amendment to, or change in, an official interpretation regarding such laws, regulations or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction that is announced on or after the date of the Offering Memorandum (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the Offering Memorandum, such later date) and (ii) such obligation to pay Additional Amounts cannot be avoided by the Payor taking commercially reasonable measures that, in the sole discretion of the Issuer, acting reasonably and in good faith, would both avoid the obligation to pay Additional Amounts and not result in any other material cost or other material deleterious effect to the Issuer or any Payor (it being understood that changing the Issuer’s or any Payor’s jurisdiction of incorporation or organization is not a commercially reasonable measure for purposes of this clause), then the Issuer may, at its option, redeem the Notes then outstanding, in whole but not in part, upon not less than 10 days’, nor more than 75 Business Days’, notice (such notice to be provided not more than 120 days before the next date on which it would be obligated to pay Additional Amounts), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to but excluding the redemption date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date) (any such redemption, a “Tax Redemption”); provided that, in the case of any amendment to, or change in, any laws, regulations, rulings or any official interpretation thereof, that, in each case, affects only a Guarantor (and not the Issuer), a Tax Redemption may be made only if such Guarantor’s obligation to pay the applicable Additional Amounts cannot be avoided by having payments on the Notes or any Guarantee be made by the Issuer or another Guarantor. Notice of the Issuer’s intent to redeem the Notes shall not be effective until such time as it delivers to the Trustee (a) an Officer’s Certificate and Opinion of Counsel, each stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer to so redeem have occurred and (b) an Opinion of Counsel qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Payor has been or will become obligated to pay Additional Amounts because of any amendment, change or other event described in this paragraph.

The foregoing provisions will applymutatis mutandis to any successor of the Issuer, but only with respect to any such change in law occurring on a date after such successor became a successor.

Section 11.02.[Reserved].

Section 11.03. Applicability of Article. Redemption of Notes at the election of the Issuer or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.

Section 11.04. Election to Redeem; Notice to U.S. Trustee. In case of any redemption at the election of the Issuer, the Issuer shall, at least five (5) Business Days (or such shorter period as agreed to by the U.S. Trustee) before notice of redemption is required to be sent to Holders pursuant to Section 11.06 hereof, notify the U.S. Trustee of the information contained in Section 11.06 herein and shall deliver to the U.S. Trustee such documentation and records as shall enable the U.S. Trustee to select the Notes to be redeemed pursuant to Section 11.05;providedthat no Opinion of Counsel pursuant to Section 1.03 or otherwise shall be required in connection with the delivery of such notice of redemption or redemption. The U.S. Trustee shall have no responsibility or liability with respect to any matters that would have been covered by any Opinion of Counsel that is not permitted by this Section.

Section 11.05. Selection by U.S. Trustee of Notes to Be Redeemed.

With respect to any partial redemption of Notes made pursuant to this Indenture, Notes shall be selected for redemption by the Depository in accordance with its standard procedures therefor;*provided, further,*that no Notes of less than $2,000 can be redeemed in part.

Notices of redemption shall be delivered to Holders by the Issuer electronically in accordance with the Depository’s applicable procedures at least 10 days, but except as set forth under Section 11.06, not more than 60 days (or 75 Business Days in the case of a Tax Redemption) before the Redemption Date to each Holder at such Holder’s registered address or otherwise in accordance with the Depository’s applicable procedures, except that redemption notices may be delivered or mailed more than 60 days (or 75 Business Days in the case of a Tax Redemption) prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be redeemed in part only, any notice of redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be redeemed.

With respect to Notes represented by certificated Notes, if any Notes are to be redeemed in part only, the Issuer will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder thereof upon cancellation of the original Note;providedthat the new Notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 11.06. Notice of Redemption. The Issuer shall deliver electronically or mail by first-class mail, postage prepaid, notices of redemption at least ten days, but except as set forth in this Section 11.06, not more than 60 days (or 75 Business Days in the case of a Tax Redemption) before the Redemption Date to each Holder at such Holder’s registered address or otherwise in accordance with the Depository’s applicable procedures, except that redemption notices may be delivered or mailed more than 60 days (or 75 Business Days in the case of a Tax Redemption) prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. Notice of redemption may be conditional.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price, or if not then ascertainable, the manner of calculation thereof,

(3) in the case of certificated Notes, if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of a partial redemption, the principal amounts) of the particular Notes to be redeemed,

(4) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder thereof upon cancellation of the original Note,

(5) that on the Redemption Date, the Redemption Price (and accrued interest, if any, to but not including the Redemption Date payable as provided in Section 11.08) will become due and payable upon each such Note, or the portion thereof, to be redeemed, and that interest thereon will cease to accrue on and after the Redemption Date,

(6) any condition precedent to the redemption,

(7) the place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued but unpaid interest, if any,

(8) the name and address of the Paying Agent,

(9) that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,

(10) the CUSIP, ISIN or “Common Code” number and that no representation is made as to the accuracy or correctness of the CUSIP, ISIN or “Common Code” number, if any, listed in such notice or printed on the Notes, and

(11) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes are to be redeemed.

Notice of redemption of Notes to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request and provision of such notice information two Business Days (unless a shorter notice shall be agreed to by the U.S. Trustee) prior to the date notice is to be given, by the U.S. Trustee in the name and at the expense of the Issuer.

Notice of any redemption of the Notes (including upon an Equity Offering or in connection with another transaction (or series of related transactions) or an event that constitutes a Change of Control) may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering or other transaction or event, as the case may be. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time (including more than 60 days (or 75 Business Days in the case of a Tax Redemption) after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been, or will not be, satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer it believes that any or all of such conditions will not be satisfied or waived. If any such condition precedent has not been satisfied, the Issuer shall provide written notice to the U.S. Trustee thereof no later than 10:00 a.m., New York City time, on the Redemption Date (in accordance with the Depository’s applicable procedures) if any such redemption has been rescinded or delayed. Upon receipt, the U.S. Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption was given. In addition, the Issuer may provide in such notice that payment of the Redemption Price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. In no event shall the U.S. Trustee be responsible or liable for monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed. The U.S. Trustee shall have no obligation (and shall have no liability related thereto) to determine the redemption price or to verify or confirm the calculation of the redemption price.

The Issuer may redeem Notes pursuant to one or more of the relevant provisions in this Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions will have different Redemption Dates and, with respect to redemptions that occur on the same date, may specify the order in which such redemptions are deemed to occur.

Section 11.07. Deposit of Redemption Price. On or prior to 11:00 a.m. (New York City time) on any Redemption Date, the Issuer shall deposit with the U.S. Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and accrued but unpaid interest, if any, on, all the Notes which are to be redeemed on such Redemption Date.

Section 11.08. Notes Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable, unless such redemption is conditioned on the happening of a future event, at the Redemption Price therein specified (together with accrued but unpaid interest, if any, to the Redemption Date), and from and after such Redemption Date (unless the Issuer shall default in the payment of the Redemption Price and accrued but unpaid interest, if any) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Issuer at the Redemption Price, together with accrued but unpaid interest, if any, to, but excluding, the Redemption Date and such Notes shall be canceled by the U.S. Trustee;provided, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 3.07.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes, unless such redemption is conditioned on the happening of a future event.

Section 11.09. Notes Redeemed in Part. Any Note which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at an office or agency of the Issuer maintained for such purpose pursuant to Section 10.02 (with, if the Issuer or the U.S. Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the U.S. Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute, and the U.S. Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

Section 11.10. Mandatory Redemption; Open Market Purchases. The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. The Issuer, the Issuer’s equity holders, their respective Affiliates and members of management, among other parties, may, at their discretion, at any time and from time to time purchase, repurchase, redeem, exchange, defease or otherwise acquire or retire the Issuer’s or any of its Subsidiaries’ outstanding debt securities or loans, including the Notes, by any means other than a redemption that is subject to Section 11.01 (and, for the avoidance of doubt, without being subject to the pro rata requirement in Section 11.05), upon such terms, at such prices and with such considerations as the Issuer, the Issuer’s equity holders, their respective Affiliates and members of management, among other parties, may determine, including, without limitation, in negotiated transactions, open market purchases, by tender offer or any other transactions with one or more holders and/or beneficial owners of Notes.

Section 11.11. Tender Offer Optional Redemption. In connection with any tender offer for the Notes (including in connection with any Change of Control Offer, Alternate Offer, Asset Sale Offer or Advance Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice to Holders, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder in such tender offer payment) plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn Notes in a tender offer, Change of Control Offer, Alternate Offer, Asset Sale Offer or Advance Offer, as applicable, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of, and included in determining the participation in, such tender offer, Change of Control Offer, Alternate Offer, Asset Sale Offer or Advance Offer, as applicable.