Share options

The Company offers a share option plan (the "Option Plan") to its officers, management, employees and consultants. Options may be granted at an exercise price determined by the Board of Directors but shall not be less than the closing market price of the common shares of the Company on the TSX on the day prior to their grant. No participant shall be granted an option which exceeds 5% of the issued and outstanding shares of the issuer at the time of granting of the option. The number of common shares issued to insiders of the issuer within one year and issuable to the insiders at any time under the Option Plan or combined with all other share compensation arrangements, cannot exceed 8% of the issued and outstanding common shares. The duration and the vesting period are determined by the Board of Directors. However, the expiry date may not exceed 7 years after the date of granting.

Share options (continued)

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

		2023		2022
		Number of options	Weighted average exercise price	Number of options	Weighted average exercise price
			$		$
Balance - January 1		3,511,922	13.55	3,730,580	14.09
	Granted ⁽ⁱ⁾	728,700	18.08	684,100	14.25
	Exercised	(938,615)	13.47	(309,749)	13.56
	Forfeited / Cancelled	(171,335)	15.95	(35,135)	13.48
	Expired	(8,666)	13.50	(557,874)	18.02
Balance - December 31		3,122,006	14.50	3,511,922	13.55
Options exercisable - December 31		1,920,804	13.66	1,916,888	13.40

(i) Options were granted to officers, management and employees.

The weighted average share price when share options were exercised during the year ended December 31, 2023 was $19.56 ($16.26 for the year ended December 31, 2022).

The following table summarizes the share options outstanding as at December 31, 2023:

		Options outstanding		Options exercisable
			Weighted
			average
		Weighted	remaining			Weighted
Exercise		average	contractual			average
price range	Number	exercise price	life (years)		Number	exercise price
$		$				$

12.70 - 14.50	2,384,840	13.43	2.1		1,782,205	13.34
15.97 - 21.64	737,166	17.97	4.4		138,599	17.78
	3,122,006	14.50	2.7		1,920,804	13.66

The options, when granted, are accounted for at their fair value determined by the Black-Scholes option pricing model based on the vesting period and on the following weighted average assumptions:

		2023		2022
Dividend per share		1.5%		1.5%
Expected volatility		41%		41%
Risk-free interest rate		3.8%		2.6%
Expected life		47 months		47 months
Weighted average share price	$	18.08	$	14.25
Weighted average fair value of options granted	$	5.88	$	4.38

The expected volatility was estimated using Osisko's historical data from the date of grant and for a period corresponding to the expected life of the options. Share options are exercisable at the closing market price of the common shares of the Company on the day prior to their grant.

The fair value of the share options is recognized as compensation expense over the vesting period. In 2023, the total share-based compensation related to share options amounted to $4.2 million ($2.7 million in 2022).

Deferred and restricted share units

The Company offers a DSU plan and a RSU plan, which allow DSU and/or RSU to be granted to directors, officers and/or employees as part of their long-term compensation package. Under the plans, payments may be settled in the form of common shares, cash or a combination of common shares and cash, at the sole discretion of the Company. The plans are currently classified as equity-settled plans.

The following table summarizes information about the DSU and RSU movements:

	2023		2022
	DSU ⁽ⁱ⁾	RSU ⁽ⁱⁱ⁾	DSU ⁽ⁱ⁾	RSU ⁽ⁱⁱ⁾

Balance - January 1	429,575	852,803	376,203	878,397
Granted	56,895	235,540	78,200	275,520
Reinvested dividends	5,545	10,836	6,018	13,483
Settled	(69,678)	(298,313)	(30,846)	(278,806)
Forfeited	(8,059)	(83,761)	-	(35,791)
Balance - December 31	414,278	717,105	429,575	852,803
Balance - Vested	365,098	-	350,822	-

(i) Unless otherwise decided by the Board of Directors of the Company, the DSU 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 value of the payout is determined by multiplying the number of DSU expected to be settled at the payout date by the closing price of the Company's shares on the day prior to the grant date. The fair value 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. The DSU granted in 2023 have a weighted average value of $21.16 per DSU ($14.71 per DSU in 2022).

(ii) The RSU vest and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, three years after the grant date, one half of which depends on the achievement of certain performance measures. The value of the payout is determined by multiplying the number of RSU expected to be vested at the payout date by the closing price of the Company's shares on the day prior to the grant date. The fair value is recognized over the vesting period and is adjusted for the performance-based components, when applicable. On the settlement date, one common share is issued for each 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 RSU granted in 2023 have a weighted average value of $17.87 per RSU ($14.26 per RSU in 2022).

The total share-based compensation expense related to the DSU and RSU plans in 2023 amounted to $6.2 million ($4.5 million in 2022).

Based on the closing price of the common shares at December 31, 2023 ($18.91), 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 DSU and RSU to be settled in equity amounts to $3.7 million ($3.1 million as at December 31, 2022) and to $11.4 million based on all DSU and RSU outstanding ($11.2 million as at December 31, 2022).