EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Osisko Gold Royalties Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

 

 

Unaudited Condensed Interim

Consolidated Financial Statements

 

For the three months

ended

March 31, 2025


Osisko Gold Royalties Ltd
Consolidated Balance Sheets
(Unaudited)
(tabular amounts expressed in thousands of U.S. dollars)

        March 31,     December 31,  
        2025     2024  
  Notes     $     $  
                 
Assets                
                 
Current assets                
                 
Cash 3     63,070     59,096  
Amounts receivable       2,773     3,106  
Other assets       1,511     1,612  
        67,354     63,814  
                 
Non-current assets                
                 
Investments in associates 4     40,086     43,262  
Other investments 5     85,403     74,043  
Royalty, stream and other interests 6     1,112,393     1,113,855  
Goodwill       77,353     77,284  
Other assets       6,140     5,376  
        1,388,729     1,377,634  
                 
Liabilities                
                 
Current liabilities                
                 
Accounts payable and accrued liabilities       3,923     5,331  
Dividends payable       8,457     8,433  
Lease liabilities  
  1,132     852  
        13,512     14,616  
                 
Non-current liabilities                
                 
Lease liabilities       4,539     3,931  
Long-term debt 7     74,346     93,900  
Deferred income taxes       82,438     76,234  
        174,835     188,681  
                 
Equity                
                 
Share capital 8     1,680,514     1,675,940  
Contributed surplus       65,003     63,567  
Accumulated other comprehensive loss       (139,637 )   (141,841 )
Deficit       (391,986 )   (408,713 )
        1,213,894     1,188,953  
        1,388,729     1,377,634  

 


Osisko Gold Royalties Ltd
Consolidated Statements of Income
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

        2025     2024  
  Notes     $     $  
              Restated (Note 2)  
                 
Revenues 10     54,916     45,047  
                 
Cost of sales 10     (1,619 )   (1,359 )
Depletion 10     (7,744 )   (8,546 )
Gross profit       45,553     35,142  
                 
Other operating expenses                
General and administrative       (4,959 )   (4,544 )
Business development       (2,079 )   (1,011 )
Operating income       38,515     29,587  
Interest income       598     934  
Finance costs       (1,730 )   (2,767 )
Foreign exchange gain (loss)       160     (2,411 )
Share of loss of associates       (3,752 )   (10,053 )
Other (losses) gains, net 10     (286 )   1,737  
Earnings before income taxes       33,505     17,027  
Income tax expense       (7,865 )   (5,858 )
Net earnings       25,640     11,169  
                 
Net earnings per share                
Basic and diluted 11     0.14     0.06  



Osisko Gold Royalties Ltd
Consolidated Statements of Comprehensive Income (Loss)
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars)

    2025     2024  
    $     $  
          Restated (Note 2)  
             
Net earnings   25,640     11,169  
             
Other comprehensive income (loss)            
             
Items that will not be reclassified to the consolidated statement of income            
Changes in fair value of financial assets at fair value through other comprehensive income   386     1,676  
Income tax effect   161     (234 )
Share of other comprehensive loss of associates   (169 )   (211 )
             
Items that may be reclassified to the consolidated statement of income            
Currency translation adjustments   887     (16,383 )
Share of other comprehensive income (loss) of associates   700     (1,797 )
Other comprehensive income (loss)   1,965     (16,949 )
             
Comprehensive income (loss)   27,605     (5,780 )


Osisko Gold Royalties Ltd
Consolidated Statements of Cash Flows
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars)

      2025     2024  
  Notes   $     $  
            Restated (Note 2)  
Operating activities              
Net earnings     25,640     11,169  
Adjustments for:              
Share-based compensation     2,089     1,567  
Depletion and amortization     8,032     8,790  
Changes in expected credit loss of other investments     -     (1,399 )
Share of loss of associates     3,752     10,053  
Change in fair value of financial assets at fair value through profit and loss     286     (338 )
Foreign exchange (gain) loss     (92 )   2,437  
Deferred income tax expense     7,242     5,463  
Other     104     116  
Net cash flows provided by operating activities
  before changes in non-cash working capital items
    47,053     37,858  
Changes in non-cash working capital items 12   (974 )   (496 )
Net cash flows provided by operating activities     46,079     37,362  
               
Investing activities              
Acquisitions of short-term investments     -     (667 )
Acquisitions of investments     (11,364 )   -  
Proceeds from disposal of investments     -     3,847  
Acquisitions of royalty and stream interests     (5,285 )   -  
Other     (17 )   (3 )
Net cash flows (used in) provided by investing activities     (16,666 )   3,177  
               
Financing activities              
Increase in long-term debt     10,437     -  
Repayment of long-term debt     (30,000 )   (32,394 )
Exercise of share options and shares issued under the share purchase plan     2,587     3,609  
Dividends paid     (7,610 )   (7,680 )
Withholding taxes on settlement of restricted and deferred share units     (653 )   (2,204 )
Other     (210 )   (288 )
Net cash flows used in financing activities     (25,449 )   (38,957 )
               
Increase in cash before effects of exchange rate changes     3,964     1,582  
Effects of exchange rate changes on cash     10     (682 )
Net increase in cash     3,974     900  
Cash - beginning of period     59,096     51,204  
Cash - end of period 3   63,070     52,104  

Additional information on the consolidated statements of cash flows is presented in Note 12.


Osisko Gold Royalties Ltd
Consolidated Statement of Changes in Equity
For the three months ended March 31, 2025
(tabular amounts expressed in thousands of U.S. dollars)

    Number of                 Accumulated              
    common           Contributed
surplus
    other              
    shares     Share     comprehensive              
    outstanding     capital     loss (i)     Deficit     Total  
          $     $     $     $     $  
                                     
Balance - January 1, 2025   186,679,202     1,675,940     63,567     (141,841 )   (408,713 )   1,188,953  
                                     
Net earnings   -     -     -     -     25,640     25,640  
Other comprehensive income   -     -     -     1,965     -     1,965  
Comprehensive income   -     -     -     1,965     25,640     27,605  
                .     .     .        
Dividends declared   -     -     -     -     (8,475 )   (8,475 )
Shares issued - Dividends reinvestment plan   45,878     835     -     -     -     835  
Shares issued - Employee share purchase plan   3,679     67     -     -     -     67  
Share options - Share-based compensation   -     -     263     -     -     263  
Share options exercised   269,066     3,228     (686 )   -     -     2,542  
Restricted share units to be settled in common shares:                                    
Share-based compensation   -     -     1,611     -     -     1,611  
Settlements   27,519     356     (703 )   -     (150 )   (497 )
Income tax impact   -     -     608     -     -     608  
Deferred share units to be settled in common shares:                                    
Share-based compensation   -     -     215     -     -     215  
Settlements   6,980     88     (195 )   -     (49 )   (156 )
Income tax impact   -     -     323     -     -     323  
Transfer of realized loss on financial assets at fair value through other comprehensive income, net of income taxes   -     -     -     239     (239 )   -  
Balance - March 31, 2025   187,032,324     1,680,514     65,003     (139,637 )   (391,986 )   1,213,894  

(i) As at March 31, 2025, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statements of income amounting to ($12.1) million and items that may be recycled to the consolidated statements of income amounting to ($127.5) million.


Osisko Gold Royalties Ltd
Consolidated Statement of Changes in Equity
For the three months ended March 31, 2024
(tabular amounts expressed in thousands of U.S. dollars)

    Number of                 Accumulated              
    common           Contributed
surplus
    other              
    shares     Share     comprehensive              
    outstanding     capital     loss (i)     Deficit     Total  
          $     $     $     $     $  
                                     
Balance - January 1, 2024 (restated - Note 2)   185,346,524     1,658,908     62,331     (84,816 )   (388,492 )   1,247,931  
                                     
Net earnings   -     -     -     -     11,169     11,169  
Other comprehensive loss   -     -     -     (16,949 )   -     (16,949 )
Comprehensive (loss) income   -     -     -     (16,949 )   11,169     (5,780 )
                                     
Dividends declared   -     -     -     -     (8,271 )   (8,271 )
Shares issued - Dividends reinvestment plan   42,011     565     -     -     -     565  
Shares issued - Employee share purchase plan   4,203     61     -     -     -     61  
Share options - Share-based compensation   -     -     455     -     -     455  
Share options exercised   358,457     4,512     (939 )   -     -     3,573  
Restricted share units to be settled in common shares:                                    
Share-based compensation   -     -     936     -     -     936  
Settlement   133,796     1,260     (2,469 )   -     (677 )   (1,886 )
Income tax impact   -     -     (41 )   -     -     (41 )
Deferred share units to be settled in common shares:                                    
Share-based compensation   -     -     176     -     -     176  
Settlement   19,351     201     (437 )   -     (92 )   (328 )
Income tax impact   -     -     194     -     -     194  
Transfer of realized loss on financial assets at fair value through other comprehensive income, net of income taxes   -     -     -     36     (36 )   -  
Balance - March 31, 2024   185,904,342     1,665,507     60,206     (101,729 )   (386,399 )   1,237,585  

(i) As at March 31, 2024, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statements of income amounting to ($6.5) million and items that may be recycled to the consolidated statements of income amounting to ($95.2) million.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

1. Nature of activities

Osisko Gold Royalties Ltd and its subsidiaries (together, "Osisko" or the "Company") are engaged in the business of acquiring and managing royalties, streams and similar interests on precious metals and other commodities that fit the Company's risk/reward objectives. Osisko is a public company domiciled in the Province of Québec, Canada, whose shares trade on the Toronto Stock Exchange and the New York Stock Exchange and is constituted under the Business Corporations Act (Québec). The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec. The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects. The Company's main asset is a 3-5% net smelter return ("NSR") royalty on the Canadian Malartic Complex, located in Québec, Canada.

2. Material accounting policy information

Basis of presentation

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements under IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements for the years ended December 31, 2024 and 2023, which have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. The accounting policies, methods of computation and presentation applied in these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year. The Board of Directors approved these condensed interim consolidated financial statements for issue on May 7, 2025.

The financial statements included herein reflect all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year. Taxes on income in the interim period have been accrued using the tax rates that would be applicable to expected total annual income.

Change in presentation currency

During the year ended December 31, 2024, the Company elected to change its presentation currency from Canadian dollars ("C$") to U.S. dollars. The change in presentation currency is to improve investors and other stakeholders' ability to compare the Company's financial results with other precious metals royalty and streaming companies, who mostly report their results in U.S. dollars.

In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company's presentation currency and, accordingly, the comparative figures for 2024 have been restated (including in the notes to the consolidated financial statements).


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

2. Material accounting policy information (continued)

Accounting standards issued but not yet effective

The Company has not yet adopted certain standards, interpretations to existing standards and amendments which have been issued but have an effective date of later than December 31, 2025. These standards, interpretations to existing standards and amendments, other than IFRS 18 Presentation and Disclosure in Financial Statements and the amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which are presented below, are not expected to have any significant impact on the Company or are not considered material and are therefore not discussed herein.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. IFRS 18 was issued in response to investors' concerns about the comparability and transparency of entities' performance reporting. The new requirements introduced in IFRS 18 will help to achieve comparability of the financial performance of similar entities, especially related to how 'operating profit or loss' is defined. The new disclosures required for some management-defined performance measures will also enhance transparency. The key new concepts introduced in IFRS 18 relate to:

  • the structure of the statement of profit or loss;
  • required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
  • enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'.

IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Management has not yet evaluated the impact that this new standard will have on its consolidated financial statements.

Amendments - IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7, which respond to recent questions arising in practice. The amendments were issued to:

  • clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
  • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion;
  • add new disclosures for certain instruments with contractual terms that can change cash flows; and
  • update disclosures for equity instruments designated at fair value through other comprehensive income.

The new requirements will apply from January 1, 2026, with early application permitted. Management has not yet evaluated the impact that this new standard will have on its consolidated financial statements.

Critical accounting estimates and significant judgements

The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also makes estimates and assumptions concerning the future. The areas of judgement and estimation are consistent with those reported in the annual consolidated financial statements for the years ended December 31, 2024 and 2023.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

3. Cash

As at March 31, 2025 and December 31, 2024, the consolidated cash position was as follows:

    March 31,     December 31,  
    2025     2024  
    $     $  
             
Cash held in U.S. dollars   52,159     48,223  
Cash held in Canadian dollars (i)   10,911     10,873  
Total cash   63,070     59,096  

(i) Cash held in Canadian dollars amounted to C$15.7 million as at March 31, 2025 (C$15.6 million as at December 31, 2024).

4. Investments in associates

    Three months ended     Year ended  
    March 31,
2025
    December 31,
2024
 
    $     $  
             
Balance - Beginning of period   43,262     87,444  
Share of loss, net (i)   (3,752 )   (30,025 )
Share of other comprehensive income, net   531     463  
Net loss on ownership dilution (ii)   -     (9,300 )
Foreign exchange revaluation impact   45     (5,320 )
Balance - End of period   40,086     43,262  

(i) The net share of income or loss is adjusted to the extent that management is aware of material events that affect the associates' net income or loss during the period where earnings in equity accounted for investments are recorded on up-to a 3-month lag basis, which is the case for the investment in Osisko Development Corp. ("Osisko Development").

(ii) In October and November 2024, Osisko Development completed private and brokered placements, which reduced the ownership percentage from 39.7% to 24.4% and resulted in a loss on dilution of $9.3 million.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

5. Other investments

    Three months ended     Year ended  
    March 31,
2025
    December 31,
2024
 
    $     $  
Fair value through profit or loss (warrants and convertible instruments)            
Balance - Beginning of period   6,548     6,766  
Change in fair value   (286 )   343  
Foreign exchange revaluation impact   6     (561 )
Balance - End of period   6,268     6,548  
             
Fair value through other comprehensive loss (common shares)            
Balance - Beginning of period   55,313     63,569  
Acquisitions   10,564     -  
Change in fair value   386     (4,778 )
Disposals   -     (2,448 )
Foreign exchange revaluation impact   (110 )   (1,030 )
Balance - End of period   66,153     55,313  
             
Amortized cost (notes)            
Balance - Beginning of period   12,182     -  
Acquisitions   800     -  
Repayments   -     (1,399 )
Change in allowance for expected credit loss and write-offs   -     1,399  
Reclassification from short-term investments (i)   -     12,182  
Balance - End of period   12,982     12,182  
Total   85,403     74,043  

(i) During the year 2024, the Company advanced additional funds to an associate. Following signature of a term sheet with the associate (subject to closing conditions), the carrying value of the loan ($12.2 million) was reclassified to other investments as the repayment terms are not expected to be within the next 12 months. The note receivable is secured by the assets of the associate.

Other investments comprise common shares, warrants and convertible instruments, mostly from companies publicly traded in Canada and in the United States of America, as well as loans receivable (notes) from certain associates (private companies), which were partially provisioned as at March 31, 2025 and December 31, 2024.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

6. Royalty, stream and other interests

          Three months ended
March 31, 2025
 
    Royalty
interests
    Stream
interests
    Offtake
interests
    Total  
    $     $     $     $  
                         
Balance - January 1   637,413     465,671     10,771     1,113,855  
Additions   5,285     -           5,285  
Depletion   (2,710 )   (5,034 )   -     (7,744 )
Foreign exchange revaluation impact   934     63     -     997  
                         
Balance - March 31   640,922     460,700     10,771     1,112,393  
                         
Producing                        
Cost   390,882     561,850     -     952,732  
Accumulated depletion and impairment   (306,524 )   (228,403 )   -     (534,927 )
Net book value - March 31   84,358     333,447     -     417,805  
                         
Development                        
Cost   353,098     160,039     20,842     533,979  
Accumulated depletion and impairment   (68,894 )   (58,531 )   (20,842 )   (148,267 )
Net book value - March 31   284,204     101,508     -     385,712  
                         
Exploration and evaluation                        
Cost   279,931     26,268     10,771     316,970  
Accumulated depletion and impairment   (7,571 )   (523 )   -     (8,094 )
Net book value - March 31   272,360     25,745     10,771     308,876  
                         
Total net book value - March 31   640,922     460,700     10,771     1,112,393  


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

6. Royalty, stream and other interests (continued)

          Year ended
December 31, 2024
 
    Royalty
interests
    Stream
interests
    Offtake
interests
    Total  
    $     $     $     $  
                         
Balance - January 1   695,356     468,171     10,771     1,174,298  
Additions   50,121     23,328     -     73,449  
Depletion   (12,208 )   (20,399 )   -     (32,607 )
Impairments   (49,558 )   -     -     (49,558 )
Foreign exchange revaluation impact   (46,298 )   (5,429 )   -     (51,727 )
                         
Balance - December 31   637,413     465,671     10,771     1,113,855  
                         
Producing                        
Cost   390,283     561,690     -     951,973  
Accumulated depletion and impairments   (303,757 )   (223,253 )   -     (527,010 )
Net book value - December 31   86,526     338,437     -     424,963  
                         
Development                        
Cost   352,216     160,017     20,842     533,075  
Accumulated depletion and impairments   (68,832 )   (58,531 )   (20,842 )   (148,205 )
Net book value - December 31   283,384     101,486     -     384,870  
                         
Exploration and evaluation                        
Cost   274,874     26,271     10,771     311,916  
Accumulated depletion and impairments   (7,371 )   (523 )   -     (7,894 )
Net book value - December 31   267,503     25,748     10,771     304,022  
                         
 Total net book value - December 31   637,413     465,671     10,771     1,113,855  


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

7. Long-term debt

    March 31,     December 31,  
    2025     2024  
    $     $  
             
Balance - Beginning of period   93,900     145,080  
Increase in revolving credit facility   10,437     35,000  
Repayment of revolving credit facility   (30,000 )   (84,721 )
Foreign exchange revaluation impact   9     (1,459 )
Balance - End of period   74,346     93,900  
Current portion   -     -  
Non-current portion   74,346     93,900  
    74,346     93,900  

Revolving credit facility

A total amount of C$550.0 million ($382.6 million) is available under the credit facility (the "Facility"), with an additional uncommitted accordion of up to C$200.0 million ($139.1 million).

The maturity date of the Facility is April 30, 2028 and the uncommitted accordion is subject to acceptance by the lenders. The Facility is to be used for general corporate purposes and investments in the mineral industry, including the acquisition of royalties, streams and other interests, and is secured by the Company's assets.

The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate, Canadian Overnight Repo Rate Average ("CORRA") or Secured Overnight Financing Rate ("SOFR"), plus an applicable margin depending on the Company's leverage ratio. As at March 31, 2025, the effective interest rate on the drawn balance was 5.3%, including the applicable margin.

The Facility includes quarterly covenants that require the Company to maintain certain financial ratios, including leverage ratios, and to meet certain non-financial requirements. As at March 31, 2025, all such ratios and requirements were met.

8. Share capital

Shares

Authorized

Unlimited number of common shares, without par value

Unlimited number of preferred shares, issuable in series

Issued and fully paid

187,032,324 common shares

Normal Course Issuer Bid

In December 2024, Osisko renewed its normal course issuer bid ("NCIB") program. Under the terms of the NCIB program, Osisko may acquire up to 9,331,275 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2024 NCIB program are authorized from December 12, 2024 until December 11, 2025. Daily purchases will be limited to 73,283 common shares, other than block purchase exemptions.

During the three months ended March 31, 2025, the Company did not purchase any common shares under the NCIB program.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

8. Share capital (continued)

Dividends

On February 19, 2025, the Board of Directors declared a quarterly dividend of C$0.065 per common share paid on April 15, 2025 to shareholders of record as of the close of business on March 31, 2025. Total dividends payable amounted to $8.5 million, including $0.9 million payable in shares through the dividend reinvestment program (43,289 common shares were issued on April 15, 2025 at a discount rate of 3%).

9. Share-based compensation

Share options

The following table summarizes information about the movement of the share options outstanding:

    Three months ended
March 31, 2025
    Year ended
December 31, 2024
 
          Weighted           Weighted  
    Number of     average     Number of     average  
    options     exercise price     options     exercise price  
          C$           C$  
Balance - Beginning of period   2,452,542     15.41     3,122,006     14.50  
Granted   -     -     287,300     18.72  
Exercised   (269,066 )   13.59     (956,758 )   13.44  
Forfeited / Cancelled   (6,666 )   18.61     -     -  
Expired   -     -     (6 )   13.93  
Balance - End of period   2,176,810     15.62     2,452,542     15.41  
Options exercisable - End of period   1,657,342     15.12     1,703,943     14.51  

The weighted average share price when share options were exercised during the three months ended March 31, 2025 was C$27.54 (C$23.59 for the year ended December 31, 2024).

The following table summarizes the share options outstanding as at March 31, 2025:

            Options outstanding     Options exercisable  
                  Weighted              
                  average              
            Weighted     remaining           Weighted  
Exercise           average     contractual           average  
price range     Number     exercise price     life (years)     Number     exercise price  
C$           C$                 C$  
12.70 - 14.50     1,208,543     13.54     1.3     1,042,776     13.43  
15.97 - 22.20     968,267     18.22     3.5     614,566     18.00  
      2,176,810     15.62     2.3     1,657,342     15.12  


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

9. Share-based compensation (continued)

Share options (continued)

The fair value of the share options is recognized as compensation expense over the vesting period. During the three months ended March 31, 2025, the total share-based compensation related to share options amounted to $0.3 million ($0.5 million during the three months ended March 31, 2024).

Deferred and restricted share units

The Company offers a deferred share unit ("DSU") plan and a restricted share unit ("RSU") plan, which allow DSUs and RSUs to be granted to directors, officers and/or employees as part of their long-term compensation package.

The following table summarizes information about the DSUs and RSUs movements:

    Three months ended
March 31, 2025
    Year ended
December 31, 2024
 
    DSUs (i)     RSUs (ii)     DSUs (i)     RSUs (ii)  
                         
Balance - Beginning of period   435,505     742,202     414,278     717,105  
Granted   -     333,100     70,440     308,000  
Reinvested dividends   1,056     1,792     4,578     8,247  
Settled   (15,381 )   (54,407 )   (42,095 )   (272,160 )
Forfeited   -     -     (11,696 )   (18,990 )
Balance - End of period   421,180     1,022,687     435,505     742,202  
Balance - Vested   366,789     -     381,246     -  

(i) Unless otherwise decided by the Board of Directors of the Company, the DSUs vest the day prior to the next annual general meeting and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, to each non-executive director when he or she leaves the board or is not re-elected. The accounting value of the payout is determined by multiplying the number of DSUs expected to vest at the settlement date by the closing price of the Company's shares on the day prior to the grant date, and is recognized over the vesting period. On the settlement date, one common share will be issued for each DSU, after deducting any income taxes payable on the benefit earned by the director that must be remitted by the Company to the tax authorities.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

9. Share-based compensation (continued)

Deferred and restricted share units (continued)

(ii) One half of the RSUs is time-based (the "time-based RSUs") and the other half is time-based and depends on the achievement of certain performance measures (the "performance-based RSUs"). The time-based RSUs granted prior to 2024 vest and are payable three years after the grant date. The time-based RSUs granted in 2024 and 2025 vest and are payable in three equal tranches at each anniversary of the grant date. The performance-based RSUs vest and are payable three years after the grant date. The RSUs are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company. The accounting value of the payout is determined by multiplying the number of RSUs expected to vest at the settlement date by the closing price of the Company's shares on the day prior to the grant date, and is recognized over the vesting period and adjusted for the performance-based components, when applicable. On the settlement date, one common share is issued for each vested RSU, after deducting any income taxes payable on the benefit earned by the employee that must be remitted by Osisko to the tax authorities. The RSUs granted in the first three months of 2025 have a weighted average value of C$26.46 per RSU (the RSUs granted in 2024 had a weighted average value of C$18.79 per RSU).

The total share-based compensation expense related to the DSU and RSU plans for the three months ended March 31, 2025 amounted to $1.8 million ($1.1 million for the three months ended March 31, 2024).

Based on the closing price of the common shares at March 31, 2025 ($21.12 or C$30.37), and considering a marginal income tax rate of 53.3%, the estimated amount that Osisko is expected to transfer to the tax authorities to settle the employees' tax obligations related to the vested DSUs and RSUs to be settled in equity amounts to $4.1 million ($3.7 million as at December 31, 2024) and to $16.3 million based on all DSUs and RSUs outstanding ($11.4 million as at December 31, 2024).

10. Additional information on the consolidated statements of income

    2025     2024  
    $     $  
Revenues            
Royalty interests   36,790     33,029  
Stream interests   18,126     12,018  
    54,916     45,047  
             
Cost of sales            
Royalty interests   145     78  
Stream interests   1,474     1,281  
    1,619     1,359  
             
Depletion            
Royalty interests   2,710     4,104  
Stream interests   5,034     4,442  
    7,744     8,546  
             
Other (losses) gains, net            
Change in fair value of financial assets at fair value through profit and loss   (286 )   338  
Change in allowance for expected credit loss of other investments   -     1,399  
    (286 )   1,737  




Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

11. Net earnings per share

    2025     2024  
    $     $  
             
Net earnings   25,640     11,169  
             
Basic weighted average number of common shares outstanding (in thousands)   186,979     185,761  
Dilutive effect of share options   1,009     728  
Dilutive effect of RSUs and DSUs   437     381  
Diluted weighted average number of common shares   188,425     186,870  
             
Net earnings per share            
Basic and diluted   0.14     0.06  

For the three months ended March 31, 2024, 0.6 million share options were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.

12. Additional information on the consolidated statements of cash flows

    2025     2024  
    $     $  
             
Interest received   590     1,166  
Interest paid on long-term debt   1,725     2,607  
Income taxes paid   623     395  
             
Changes in non-cash working capital items            
Decrease in amounts receivable   333     1,642  
Decrease in other current assets   101     296  
Decrease in accounts payable and accrued liabilities   (1,408 )   (2,434 )
    (974 )   (496 )


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

13. Fair value of financial instruments

The following table provides information about financial assets and liabilities measured at fair value in the consolidated balance sheets and categorized by level according to the significance of the inputs used in making the measurements.

Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2- Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

Level 3- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

                March 31, 2025  
    Level 1     Level 2     Level 3     Total  
    $     $     $     $  
                         
Recurring measurements                        
Financial assets at fair value through profit or loss (i)                        
Warrants on equity securities and convertible notes                        
Publicly traded mining companies                        
Precious metals   -     -     6,260     6,260  
Other minerals   7     -     1     8  
Financial assets at fair value through other comprehensive income (i)                        
Equity securities                        
Publicly traded mining companies                        
Precious metals   14,525     -     138     14,663  
Other minerals (ii)   51,490     -     -     51,490  
    66,022     -     6,399     72,421  

                December 31, 2024  
    Level 1     Level 2     Level 3     Total  
    $     $     $     $  
                         
Recurring measurements                        
Financial assets at fair value through profit or loss (i)                        
Warrants on equity securities and convertible debentures
and notes
                       
Publicly traded mining companies                        
Precious metals   -     -     6,534     6,534  
Other minerals   11     -     3     14  
Financial assets at fair value through other comprehensive (loss) income (i)                        
Equity securities                        
Publicly traded mining companies                        
Precious metals   1,822     -     138     1,960  
Other minerals (ii)   53,353     -     -     53,353  
    55,186     -     6,675     61,861  

(i) On the basis of its analysis of the nature, characteristics and risks of equity securities, the Company has determined that presenting them by industry and type of investment is appropriate.

(ii) Equity securities classified under other minerals are mostly related to copper.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

13. Fair value of financial instruments (continued)

During the three months ended March 31, 2025 and 2024, there were no transfers among Level 1, Level 2 and Level 3.

The following table presents the changes in the Level 3 investments (comprised of warrants and convertible instruments) for the three months ended March 31, 2025 and 2024:

    2025     2024  
    $     $  
             
Balance - January 1   6,675     6,883  
Change in fair value - investments held at the end of the period (i)   (286 )   316  
Foreign exchange revaluation impact   10     (163 )
Balance - March 31   6,399     7,036  

(i)  Recognized in the consolidated statements of income under other (losses) gains, net.

The fair value of the financial instruments classified as Level 3 depends on the nature of the financial instruments.

The fair value of the warrants on equity securities and the convertible instruments of publicly traded mining exploration and development companies, classified as Level 3, is determined using directly or indirectly the Black-Scholes option pricing model. The main non-observable input used in the model is the expected volatility (warrants) or the discount rate (convertible instruments). An increase/decrease in the expected volatility used in the models of 10% or in the discount rate of 5% would have resulted in an insignificant variation of the fair value of the warrants and convertible instruments as at March 31, 2025 and December 31, 2024.

Financial instruments not measured at fair value on the consolidated balance sheets

Financial instruments that are not measured at fair value on the consolidated balance sheets are represented by cash, revenues receivable from royalty, stream and other interests, other receivables, other financing facilities receivable, accounts payable and accrued liabilities and long-term debt. The fair values of cash, revenues receivable from royalty, stream and other interests, other receivables and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature. The carrying value of the liability under the revolving credit facility approximates its fair value given that the credit spread is similar to the credit spread the Company would obtain under similar conditions at the reporting date. The fair value of the other financing credit facilities receivable approximate their carrying value as there were no significant negative changes in economic and risk parameters or assumptions related directly to the instruments since the issuance, acquisition, renewal or revaluation of those financial instruments.


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

14. Segment disclosure

The President and Chief Executive Officer (chief operating decision-maker) organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests. All of the Company's assets, liabilities, revenues, expenses and cash flows are attributable to this single operating segment. The following tables present segmented information for this single segment.

Geographic revenues

Geographic revenues from the sale of precious metals and other commodities received or acquired from in-kind royalties, streams and other interests are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the three months ended March 31, 2025 and 2024, royalty, stream and other interest revenues were earned from the following jurisdictions:

    North America (i)     South America     Australia     Europe     Total  
    $     $     $     $     $  
                               
2025                              
                               
Royalties   35,343     1,182     265     -     36,790  
Streams   2,135     7,539     4,869     3,583     18,126  
                               
    37,478     8,721     5,134     3,583     54,916  
                               
2024                              
                               
Royalties   32,809     185     35     -     33,029  
Streams   1,576     6,124     2,452     1,866     12,018  
                               
    34,385     6,309     2,487     1,866     45,047  
                               
  (i) 91% of North America's revenues were generated from Canada during the three months ended March 31, 2025 (90% during the three months ended March 31, 2024).

For the three months ended March 31, 2025, two royalty and stream interests generated revenues of $28.3 million (two royalty and stream interests generated revenues of $25.7 million for the three months ended March 31, 2024), which represented 51% of revenues (57% of revenues for the three months ended March 31, 2024), including one royalty interest that generated revenues of $20.7 million ($19.6 million for the three months ended March 31, 2024).

For the three months ended March 31, 2025, revenues generated from precious metals represented 96% of total revenues (almost 100% for the three months ended March 31, 2024).


Osisko Gold Royalties Ltd
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(tabular amounts expressed in thousands of U.S. dollars, except per share amounts)

14. Segment disclosure (continued)

Geographic net assets

The following table summarizes the royalty, stream and other interests by jurisdiction, as at March 31, 2025 and December 31, 2024, which is based on the location of the properties related to the royalty, stream or other interests: 

    North
America
(i)
    South
America
    Australia     Africa     Asia     Europe     Total  
    $     $     $     $     $     $     $  
                                           
March 31, 2025                                    
                                           
Royalties   390,147     126,853     58,628     49,950     5,002     10,342     640,922  
Streams   145,972     126,055     134,454     -     22,300     31,919     460,700  
Offtakes   -     -     7,067     -     3,704     -     10,771  
                                           
    536,119     252,908     200,149     49,950     31,006     42,261     1,112,393  
                                           
                                     
December 31, 2024                                    
                                           
Royalties   392,520     127,008     57,646     49,906     -     10,333     637,413  
Streams   146,408     127,974     136,386     -     22,300     32,603     465,671  
Offtakes   -     -     7,067     -     3,704     -     10,771  
                                           
    538,928     254,982     201,099     49,906     26,004     42,936     1,113,855  
                                           
  (i) 78% of North America's net interests are located in Canada as at March 31, 2025 (78% as at December 31, 2024).

15. Related party transactions

During the three months ended March 31, 2025, the Company advanced additional funds to an associate ($0.8 million). As at March 31, 2025, a note receivable from an associate of $13.0 million is included in other investments ($12.2 million as at December 31, 2024). The note receivable is secured by the assets of the associate.

16. Subsequent events

Revolving credit facility

Subsequent to March 31, 2025, the Company repaid a total amount of $30.0 million on its revolving credit facility.

Dividend

On May 7, 2025, the Board of Directors declared a quarterly dividend of US$0.055 per common share payable on July 15, 2025 to shareholders of record as of the close of business on June 30, 2025.