Osisko Development : Q4 2023 Management’s Discussion and Analysis

OSISKO DEVELOPMENT CORP.

Management's Discussion and Analysis

For the three and twelve months ended December 31, 2023

The following management discussion and analysis ("MD&A") of the operations and financial position of Osisko Development Corp. and its subsidiaries ("Osisko Development" or the "Company") for the three and twelve months ended December 31, 2023 ("Q4 2023") should be read in conjunction with the Company's audited consolidated financial statements and related notes for the fiscal years ended December 31, 2023 and 2022, which have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Management is responsible for the preparation of the consolidated financial statements and other financial information relating to the Company included in this report. Unless otherwise noted, all monetary amounts included in this MD&A are expressed in Canadian dollars, the Company's reporting and functional currency. Assets and liabilities of the subsidiaries that have a functional currency other than the Canadian dollar are translated into Canadian dollars at the exchange rate in effect on the balance sheet date and revenues and expenses are translated at the average exchange rate over the reporting period. This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in the "Cautionary Note Regarding Forward-Looking Statements" section. This MD&A is dated as of March 28, 2024, the date the Board of Directors approved the Company's audited consolidated financial statements for the year ended December 31, 2023 following the recommendation of the Audit and Risk Committee.

Osisko Development is a North American gold development company. The Company exists under the Canada Business Corporations Act and is focused on developing its principal mining assets, including the Cariboo Gold Project located in British Columbia, Canada (the "Cariboo Gold Project") and the Tintic project, located in Utah, U.S.A. (the "Tintic Project"). Osisko Development's common shares are listed on the New York Stock Exchange ("NYSE") and the TSX Venture Exchange ("TSX V") under the symbol ODV.

Table of Contents

1.	Our Business	3
2.	Financial and Operating Highlights	4
3.	Highlights - Q4 2023	5
4.	Highlights - Subsequent to Q4 2023	7
5.	Management and Board Composition	8
6.	Exploration and Evaluation / Mining Development Activities	8
7.	Sustainability Activities	22
8.	Financial Performance	24
9.	Cash Flows	25
10.	Financial Position	27
11.	Selected Quarterly Information	32
12.	Transactions Between Related Parties	32
13.	Commitments	32
14.	Segmented Disclosure	33
15.	Off-balance Sheet Items	33
16.	Risks and Uncertainties	34
17.	Disclosure Controls, Procedures and Internal Controls over Financial Reporting (ICFR)	37
18.	Basis of Presentation of the consolidated Financial Statements	38
19.	Critical Accounting Estimates and Judgements	38
20.	Financial Instruments	38
21.	Technical Information	39
22.	Share Capital Structure	39
23.	Approval	39

Non-IFRS Financial Measures

This MD&A contains certain non-IFRS (as defined herein) measures including, "all-in sustaining cost" (or "AISC") and "cash cost". All-in sustaining cost per gold ounce is defined as production costs less silver sales plus general and administrative, exploration, other expenses and sustaining capital expenditures divided by gold ounces. Cash costs are a non-IFRS measure reported by the Company on an ounces of gold sold basis. Cash costs include mining, processing, refining, general and administration costs and royalties but excludes depreciation, reclamation, income taxes, capital and exploration costs for the life of the mine. Management believes that such measures provide investors with an improved ability to evaluate the performance of the Company. Non-IFRS measures do not have any standardized meaning prescribed under IFRS and, therefore, they may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS, such as Cost of sales.

Cautionary Note Regarding Forward-Looking Statements

Except for the statements of historical fact contained herein, the information presented in this MD&A constitutes "forward-looking information" within the meaning of applicable Canadian Securities Laws concerning the business, operations, plans and financial performance and condition of the Company (collectively, the "Forward-Looking Information"). Often, but not always, Forward-Looking Information can be identified by words such as "plans", "expects", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof, of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved.

Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual plans, results, performance or achievements of the Company to differ materially from any future plans, results, performance or achievements expressed or implied by the Forward-Looking Information. Such factors include, among others: risks relating to capital markets and the availability of future financing on the term acceptable to the Company (or at all); the ability of the Company to meet its financial obligations as they become due; actual operating cash flows, operating costs, free cash flows, mineral resources and reserves and other costs differing materially from those anticipated; changes in project parameters; project infrastructure requirements and anticipated processing methods, exploration expenditures differing materially from those anticipated; actual results of current exploration activities; variations in mineral resources, mineral reserves, mineral production, grades or recovery rates or optimization efforts and sales; failure to obtain, or delays in obtaining, governmental approvals or financing or in the completion of development or construction activities; uninsured risks, including, but not limited to, pollution, cave-ins or hazards for which insurance cannot be obtained; regulatory changes, defects in title; availability or integration of personnel, materials and equipment; risks relating to foreign operations; inability to recruit or retain management and key personnel; performance of facilities, equipment and processes relative to specifications and expectations; unanticipated environmental impacts on operations; market prices; production, construction and technological risks or capital requirements and operating risks associated with the operations or an expansion of the operations, dilution due to future equity financings, fluctuations in gold, silver and other metal prices and currency exchange rates; uncertainty relating to future production and cash resources; inability to successfully complete new development projects, planned expansions or other projects within the timelines anticipated; inability to achieve the business and project milestones as anticipated; adverse changes to market, political and general economic conditions or laws, rules and regulations applicable to the Company; outbreak of diseases and public health crises; the possibility of project cost overruns or unanticipated costs and expenses; accidents, labour disputes, community and stakeholder protests and other risks of the mining industry; failure of plant, equipment or processes to operate as anticipated; risk of an undiscovered defect in title or other adverse claim; factors discussed under the heading "Risk and Uncertainties" in this MD&A and "Risk Factors" in the Company's annual information form for the year ended December 31, 2023; and other risks, including those risks set out in the continuous disclosure documents of the Company, which are available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the issuer profiles of the Company.

In addition, Forward-Looking Information herein is based on certain assumptions and involves risks related to the business of the Company. Forward-Looking Information contained herein is based on certain assumptions, including, but are notlimited to, interest and exchange rates; the price of gold, silver and other metals; competitive conditions in the mining industry; title to mineral properties; financing and funding requirements; general economic, political and market conditions; and changes in laws, rules and regulations applicable to the Company.

Although the Company has attempted to identify important factors that could cause plans, actions, events or results to differ materially from those described in Forward-Looking Information in this MD&A, there may be other factors that cause plans, actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual plans, results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on Forward-Looking Information in this MD&A. All of the Forward-Looking Information in this MD&A is qualified by these cautionary statements.

Certain Forward-Looking Information and other information contained herein concerning the mining industry and the expectations of the Company concerning the mining industry and the Company are based on estimates prepared by the Company using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry data presented herein, the mining industry involves risks and uncertainties that are subject to change based on various factors.

Readers are cautioned not to place undue reliance on Forward-Looking Information. The Company does not undertake any obligation to update any of the Forward-Looking Information in this MD&A, except as required by law.

Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates

The Company is subject to the reporting requirements of the applicable Canadian Securities Laws, and as a result reports information regarding mineral properties, mineralization and estimates of mineral reserves and mineral resources in accordance with Canadian reporting requirements, which are governed by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). As such, the information contained in this MD&A concerning mineral properties, mineralization and estimates of mineral reserves and mineral resources is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the U.S. Securities and Exchange Commission.

1. OUR BUSINESS

Osisko Development is a Canadian-based exploration and development company focused on past-producing properties located in mining friendly jurisdictions with district scale potential. The Company's objective is to become a North American intermediate producer of precious metals, through curating and advancing a portfolio of development projects and investments with potential for value creation. The principal mining assets wholly owned through subsidiaries of the Company as of December 31, 2023, are as follows:

•  Cariboo Gold Project (Permitting - British Columbia, Canada) (the "Cariboo Gold Project"), owned and operated by Barkerville Gold Mines Ltd. ("Barkerville").

•  Tintic Project (including, the Trixie test mine located within the Company's wider Tintic Project) (Test mining and exploration - Utah, United States) (the "Tintic Project"), owned and operated by Tintic Consolidated Metals LLC ("Tintic").

The Board of Directors of the Company has authorized a strategic review of the San Antonio Project, which includes exploring the potential for a financial or strategic partner in the asset or for a full or partial sale of the asset. The Company has engaged a financial advisor in connection with such strategic review.

As an exploration and development stage corporation, the Company does not generate sufficient cash flows to advance the evaluation and development of its various projects and properties and has historically relied on equity and debt funding to maintain financial liquidity. Continued adequate financial liquidity is dependent on management's ability to secure additional financings in the future; however, there can be no assurance that the Company will be able to obtain adequate financings in the future, or at terms favourable to the Company (refer to "Liquidity and Capital Resources").

The accompanied consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, Management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The working capital position as at December 31, 2023, will not be sufficient to meet the Company's obligations, commitments and forecasted expenditures up to the period ending December 31, 2024. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company's ability to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

2. FINANCIAL AND OPERATING HIGHLIGHTS

The table below provides selected financial information relating to Osisko Development's performance for the three and twelve months ended December 31, 2023 and relevant comparable periods in 2022:

Three months ended

December 31,Year ended December 31,

(In thousands of dollars)
Revenues	6,906
Operating loss	(155,856)
Net loss	(138,095)
Basic EPS	(1.64)
Cash Flows used in operating activities	(10,136)
Statistics
Meters drilled - Exploration	887
Gold produced (ounces)	5,763
Gold mined (ounces)	1,622

2023	2022	2023	2022
$	$	$	$
19,225	31,625	64,046
(69,203)	(209,437)	(234,304)
(64,897)	(181,873)	(192,460)
(0.86)	(2.21)	(3.02)
(11,256)	(43,785)	(50,258)
3,217	6,936	14,869
4,983	19,019	28,946
3,951	8,072	87,923
4

SELECTED ANNUAL INFORMATION

The table below summarizes selected annual financial information for the financial years ended December 31, 2023, 2022 and 2021 (all information provided below are in thousands of dollars, except for per share amounts):

As at and for the year then ended,
Revenues	31,625	64,046	7,661
Operating loss	(209,437)	(234,304)	(157,365)
Net loss	(181,873)	(192,460)	(133,302)
Loss per share (basic & diluted)	(2.21)	(3.02)	(3.03)
Total assets	763,880	968,199	703,124
Cash and cash equivalent	43,455	105,944	33,407
Total liabilities	178,692	237,765	118,922
Total non-current financial liabilities	16,654	28,651	2,154
3. HIGHLIGHTS - Q4 2023

December 31, 2023	December 31, 2022	December 31, 2021
$	$	$

The following summarizes Osisko Development's financial and operational highlights from Q4 2023:

Sustainability & Permitting

On October 10, 2023, the Company announced that it received an Environmental Assessment ("EA") Certificate for the Company's 100%-owned Cariboo Gold Project. The EA Certificate was granted by the Environmental Assessment Office of the Province of British Columbia ("EAO") and is supported by approval decisions from The Honourable George Heyman, Minister of Environment and Climate Change Strategy and The Honourable Josie Osbourne, Minister of Energy, Mines and Low Carbon Innovation. Receipt of the EA Certificate successfully concludes the EA process for the Cariboo Gold Project launched in October 2019, and completed in consultation with and support of the First Nations partners.

There are no environmental issues reported in Q4 2023.

Operations and financial

Three months ended December 31, 2023 and 2022

•  In Q4 2023, the Company generated revenues of $6.9 million and incurred an operating loss of $155.9 million compared to $19.2 million and $69.2 million respectively, in Q4 2022. In Q4 2023, the decrease in revenues compared to Q4 2022 is mainly attributable to the decrease of revenue from Bonanza Ledge II and the reduction of sales from the Tintic Project and the San Antonio Project, both projects in care and maintenance during Q4 2023. The higher operating loss in Q4 2023 compared to Q4 2022 is primarily due to the partial impairment of the Trixie Project for an amount of $160.5 million compared to the prior year quarter impairment of the Cariboo Gold Project amounting to $59 million.

•  In Q4 2023, the Company incurred a net loss of $138.1 million compared to a net loss of $64.9 million in Q4 2022. The decrease in net loss is primarily due to the reasons noted above.

•  The net cash flows used in operating activities in Q4 2023 amounted to $10.1 million compared to $11.3 million in Q4 2022. The decrease is primarily due to the reduction in the general operating activities at the Trixie Project and the San Antonio Project, including the impact on each's respective working capital.

•  Investments in mining interests, property, plant and equipment and exploration and evaluation expenses for Q4 2023 amounted to $14.8 million compared to $31.7 million in Q4 2022. The decrease is primarily due to a reduction in mining development activities including the decrease in exploration spending at the Cariboo Gold Project. The level of expenditures at the Cariboo Gold Project also decreased following the finalization and publication of the feasibility study for the Cariboo Gold Project in January 2023.

•  Net cash outflows from financing activities amounted to $1.0 million in Q4 2023 compared to a cash inflow of $7.3 million in Q4 2022.The decrease is primarily explained by the higher level of mining equipment financing in Q4 2022 amounting to $9.0 million compared to $0.8 million in 2023.

Twelve months ended December 31, 2023 and 2022

•  During the twelve months of 2023, the Company generated revenues of $31.6 million and incurred an operating loss of $209.4 million compared to $64 million and $234.3 million in 2022, respectively. The decrease in revenues is primarily due to the reduction of activities at the Bonanza Ledge II and the care and maintenance status in 2023 for the Tintic Project and the San Antonio Project. The decrease in activities impacted the cost of sales and other operating expenses, having a favorable impact on the operating loss.

•  During the twelve months, the Company incurred a net loss of $181.9 million compared to a net loss of $192.5 million in 2022. The net loss decrease is primarily due to the reasons noted, offset by an income tax recovery of $22.5 million, mainly related to the reversal of the deferred incomes taxes liability due to the decrease in the carrying amount of the Tintic Project following the impairment charge recorded in Q4 2023. In addition, the change in fair value of warrant liability was $4.5 million for the twelve months in 2023, compared to $25.0 million in 2022.

•  The net cash flows used in operating activities in 2023 amounted to $43.8 million compared to $50.3 million in 2022. The decrease is primarily due to the reduction in the operating activities at the Bonanza Ledge II and the Tintic and Sapuchi Projects.

•  Investments in mining interests, property, plant and equipment and exploration and evaluation expenses in 2023 amounted to $72.3 million compared to $153.7 million, including the acquisition of Tintic, in 2022. The decrease in cash used in investing activities compared to 2022 is primarily due to the acquisition of Tintic on May 27, 2022 and the commencement in July 2022 of the Brandy Lee decline at Tintic.

•  Net cash inflows from financing activities amounted to $47.8 million in 2023 compared to a cash inflow of $254.5 million in 2022. In 2022, to partially finance the acquisition of Tintic, the Company raised and closed $255.5 million in brokered and non-brokered private placement financings (refer to Financings) compared to proceeds of $51.8 million from a bought deal financing in 2023.

•  Cash position of $43.5 million as at December 31, 2023 compared to $105.9 million as at December 31, 2022.

•  Based on current projections, the Company believes that the working capital position as at December 31, 2023 will not be sufficient to meet the Company's obligations, commitments and forecasted expenditures up to the year ending December 31, 2024. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company's ability to continue as a going concern as described in Note 1 to the 2023 annual audited consolidated financial statements. The Company's ability to continue future operations and fund its planned activities is dependent on Management's ability to secure additional financing in the future, which may be completed in several ways including, but not limited to, a combination of selling additional investments from its portfolio, project debt finance, offtake or royalty financing and other capital market

alternatives. Failure to secure future financing may impact and/or curtail the planned activities for the Company, which may include, but are not limited to, the suspension of certain development activities and the disposal of certain investments to generate liquidity. The Company is exploring options to secure additional financing. While Management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to the Company.

Exploration Activities

•  On October 11, 2023, the Company announced underground infill and exploration diamond drilling results as part of its 2023 exploration program at Trixie. In early October 2023, the Company also commenced drilling of the Trixie West high-priority copper-gold-molybdenum potential porphyry target from underground at Trixie.

•  On December 6, 2023, the Company announced the commencement of an initial surface diamond drilling exploration campaign to test copper-gold-molybdenum porphyry mineralization potential at the Tintic Project.

•  On December 21, 2023, the Company announced underground drilling and chip sampling results from new development areas as part of its 2023 exploration program at Trixie.

Other

•  On November 15, 2023, the Company and O3 Mining Inc. ("O3 Mining") announced the successful formation and capitalization of "Electric Elements Mining Corp." ("Electric Elements") to explore for lithium potential on certain James Bay properties in Eeyou Istchee Area, Nunavik, Québec transferred to Electric Elements by Osisko Development and O3 Mining (the "Spinout Transaction"). Pursuant to the Spin-out Transaction, Electric Elements acquired from (i) Osisko Development, all of its shares and partnership units in certain subsidiaries holding the rights and title to and interest in its James Bay properties, in exchange for the issuance by Electric Elements to Osisko Development of 9,599,999 common shares of Electric Elements ("EEM Shares"); and (ii) O3 Mining, all of its rights and title to and interest in its Éléonore Opinaca property, in exchange for 2,400,000 EEM Shares (the "Transfer"). Subsequent to the Transfer, Electric Elements completed an equity financing of 8,217,405 EEM Shares at a price of C$0.50 per EEM Share for aggregate gross proceeds to Electric Elements of $4.1 million (the "Financing"). Proceeds of the Financing will be used by Electric Elements to fund the first phase of exploration activities on its newly-acquired James Bay properties and for general corporate purposes. After giving effect to the Financing, Osisko Development holds approximately 47% of the outstanding EEM Shares.

•  On December 28, 2023, the Company announced that Luc Lessard, Chief Operating Officer ("COO") would retire from the Company at the end of 2023 to pursue other personal and professional commitments. Éric Tremblay, a Director on the Board of Directors and Chair of the Environmental, Health and Sustainability Committee, has taken on the position of interim COO. Additionally, in December 2023, Mr. Chris Pharness, Vice President, Sustainable Development, departed the Company.

4. HIGHLIGHTS - SUBSEQUENT TO Q4 2023

Management Updates

On February 2, 2024, the Company announced that Mr. Francois Vézina resigned from his position as Senior Vice President, Project Development, Technical Services and Environment effective as of March 1, 2024 to pursue outside interests.

US$50 Million Credit Facility

On March 4, 2024, the Company announced that the Company, as guarantor, and Barkerville, its wholly owned subsidiary, as borrower, entered into a credit agreement dated March 1, 2024 with National Bank of Canada, as lender and administrative agent, and National Bank Financial Markets, as mandated lead arranger and sole bookrunner, in connection with a US$50 million delayed draw term loan (the "Credit Facility"). The Credit Facility will be exclusively used to fund ongoing detailed engineering and pre-construction activities at the Cariboo Gold Project. On March 1, 2024, an amount of US$25.0 million ($33.9 million) was drawn under the Credit Facility, net of US$1.0 million ($1.4 million) of fees.

Mineral Resource Update for the Trixie Deposit

On March 15, 2024, the Company announced an updated mineral resource estimated for its 100%-owned underground Trixie deposit within the Company's wider Tintic project. See Section 6.3 Tintic Project - Utah, U.S.A. for additional information.

.

5. MANAGEMENT AND BOARD COMPOSITION

The Board of Directors of Osisko Development includes, as elected at the Company's annual meeting of shareholders on May 11, 2023: Sean Roosen (Chair); Charles E. Page (Lead Director); Michele McCarthy; Duncan Middlemiss; Marina Katusa; David Danziger and Éric Tremblay.

Management of Osisko Development includes Sean Roosen (Chair of the Board of Directors and Chief Executive Officer); Chris Lodder (President); Éric Tremblay (interim Chief Operating Officer); Alexander Dann (Chief Financial Officer & Vice President Finance); Laurence Farmer (General Counsel, VP Strategic Development and Corporate Secretary); and Maggie Layman (Vice President, Exploration).

6. EXPLORATION AND EVALUATION / MINING DEVELOPMENT ACTIVITIES

As of the date of this MD&A, the Company's only material properties are the Cariboo Gold Project and the Tintic Project. The following sets out the key milestones, estimated timing and costs in respect of the Company's material mineral projects, based on the Company's reasonable expectations and intended courses of action and current assumptions and judgement, as at December 31, 2023.

Main projects upcoming milestones

Key Milestones for Projects Cariboo Gold Project

Expected Timing of CompletionAnticipated Remaining Costs*

Environmental Assessment Certificate(1) Preparatory Work for Bulk Sample(2) Bulk Sample(4)

Completed - Q4 2023

-

Completed - Q4 2023

-

Q4 2024

$13.5 million

Water and Waste Management Electrical and Communication Surface Infrastructure

Q2 2024

$2.4 million

Q2 2024

$1.4 million

Q2 2024

$3.4 million

Management, environmental, and other pre-permitting work

Q2 2024

$1.8 million

Detailed engineering and permitting(3)

Q2 2024

$9.0 million

Tintic Project

Ramp Development - 1st stage Regional Drilling

Completed - Q3 2023

-

Q4 2023 - Q2 2024

$7.2 million

Updating mineral resource estimates

Completed - Q1 2024

$0.5 million

*As at December 31, 2023

Notes:

• (1) On October 10, 2023, the Company received an Environmental Assessment Certificate for the Cariboo Gold Project, which was granted by the Environmental Assessment Office of the Province of British Columbia and is supported by approval decisions from The Honourable George Heyman, Minister of Environment and Climate Change Strategy and The Honourable Josie Osbourne, Minister of Energy, Mines and Low Carbon Innovation. Receipt of the Environmental Assessment Certificate concludes the environmental assessment process for the Cariboo Gold Project, which was initiated in October 2019. See "Cariboo Gold Project - Permitting Timeline Summary" below.

• (2) This refers to the preparatory work as commenced in Q3 2023 following the Environmental Assessment Certificate to prepare for the bulk sample with an associated cost of approximately C$1 million.

• (3) These are activities contributing towards the completion of permitting activities, which is presently expected to be completed in Q2 2024. Additional costs and time relating to engineering, including water and waste management and electrical and communication, will be required in the construction phase (after a positive construction decision is made and project financing is obtained).

• (4) The bulk sample expenditures include up until the end of June 2024 and were approved by the Board of Directors.

Readers are cautioned that the above represents the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and, are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those described above. See "Cautionary Note Regarding Forward Looking Statements".

6.1. Cariboo Gold Project - British Columbia, Canada

The Cariboo Gold Project is an advanced stage gold exploration project 100%-owned by the Company located in the historic Wells-Barkerville mining camp, in the District of Wells, central British Columbia, Canada, that extends for approximately 77 kilometres from northwest to southeast. The Company's total land package consists of 415 mineral titles and covers an area of approximately 155,000 hectares. On November 21, 2019, OGR acquired the Cariboo Gold Project through the acquisition of Barkerville. The project was part of the OGR contributed assets that created the Company on November 25, 2020.

Technical reports and mineral resource estimate

The Company completed a Feasibility Study ("FS") for the Cariboo Gold Project with an effective date of January 12, 2023. The scientific and technical information contained in this MD&A relating to the Cariboo Gold Project is supported by the technical report filed in respect of the FS on the Cariboo Gold Project titled "Feasibility Study for the Cariboo Gold Project, District of Well, British Columbia, Canada", dated January 10, 2023 (as amended January 12, 2023) with an effective date of December 30, 2022 (the "Cariboo FS"), which was prepared for the Company by Colin Hardie, P. Eng, Mathieu Bélisle, P. Eng, Katherine Mueller, P. Eng., John Cunning, P. Eng., Paul Gauthier, P. Eng., Aytaç Göksu, P. Eng, Saileshkumar Singh, P. Eng., Éric Lecomte, P. Eng., Vincent-Nadeau Benoit, P. Geo., Carl Pelletier, P. Geo, Jean-François Maillé, P. Eng., Keith Mountjoy, P. Geo., Michelle Liew. P. Eng., David Willms, P. Eng., Timothy Coleman, P. Eng., Thomas Rutkowski., P. Eng., and Laurentius Verburg., P. Geo. Information relating to the Cariboo Gold Project and the Cariboo FS provided herein is qualified in its entirety by the full text of the Cariboo FS, which is available electronically on the Company's website or on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the Company's issuer profile, including the assumptions, qualifications and limitations therein.

The Cariboo FS contemplates a staged, lower capital intensity project design with scalable infrastructure to account for the current global inflationary environment. Management believes that this approach to developing the Cariboo Gold Project may mitigate development capital intensity risks while providing an opportunity to maximize margins. The Company anticipates that the potential development of the Cariboo Gold Project may provide a basis for progress towards theestablishment of a broader mining district camp, including development of multiple deposits over several trends totaling approximately 80 km of mineralization. A summary of the Cariboo FS results is presented below:

METRIC

UNITPHASE 1

PHASE 2

TOTAL LOM

Base Case Assumptions

Gold Price US$/oz 1,700

Exchange Rate

CAD:USD0.77

Discount Rate % 5.0%

Production

Mine Life

Total Ore Mined Average Throughput

Average Gold Head Grade, diluted Total Contained Gold

Average Gold Recovery Rate Total Recovered Gold, payable Average Annual Gold Production

Unit Operating Costs

Underground Mining

Processing $/t minedConcentrate Transport

Water and Waste Management $/t minedGeneral and AdministrativeTotal Unit Operating Costs $/t mined

Operating Costs

Total Cash Costs2 AISC2

Capital Expenditures3

Initial Capital Expansion Capital Sustaining CapitalTotal $M

years
tonnes
tpd	1,500	4,900	4,056
g/t Au	4.43	3.72	3.78
oz	219,488	1,811,665	2,031,152
%	93.6%	91.8%	92.0%
oz	205,419	1,663,436	1,868,856
oz/year	72,501	193,798	163,695
77.6	51.1	53.6
37.1	25.3	26.4
17.3	3.5	4.8
18.4	6.1	7.1
19.4	9.8	10.7
169.8	95.8	102.7
1,149	748	792
1,634	886	968
137.3	-	137.3
-	451.1	451.1
134.2	332.4	466.6
271.5	783.5	1,055.0

3 9

12

1,542,47115,160,98316,703,454

• $/t mined

• $/t mined

• $/t mined

  US$/ozUS$/oz

  $M

  $M$M

  Notes:

  • 1. Totals may not add up due to rounding.

  • 2. This is a non-IFRS measure. Refer to Non-IFRS Financial Measures.

  • 3. Capital Expenditures do not include sunk costs ($2.5M) nor pre-permit expenses ($64.8M).

  Mineral Resources Estimate

  The Cariboo FS includes an updated Mineral Resources estimate incorporating an additional 35,578 meters of drilling data from Shaft, Valley, and Lowhee completed since May 24, 2022 being the effective date of the technical report titled

  "Preliminary Economic Assessment for the Cariboo Gold Project, District of Well, British Columbia, Canada", dated May 24, 2022 for the deposits of Cow Mountain (Cow and Valley Zones), Island Mountain (Shaft and Mosquito Zones), and Barkerville Mountain (Lowhee and KL Zones). This resulted in an increase of 6% of total gold ounces in the Inferred Resources category. Measured and Indicated resources are exclusive of Mineral Reserves. Mineral Resources have an effective date of November 11, 2022.

  10