Transaction Analysis

Goldcorp’s Offer for Osisko

Updated for Jan 15, 2014

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Update Comments

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Based on the 4% decline of Goldcorp’s share price since the date of the announcement, the terms of the offer now value Osisko at $5.80 per share, $0.15 below the original offer.

Goldcorp needs to raise the offer price to at least $6.16/share (assuming cash portion stays the same) to eliminate dilution to Osisko shareholders on the proven & probable (“P&P”) reserves as well as on the basis of the Last 12 Months (to September 30, 2013) EBITDA.

To remove dilution on the measured and indicated resources (including the P&P reserves), Goldcorp would need to offer at least $8.62 per share (assuming cash portion stays the same).

On the basis of 3rd quarter annualized EBITDA, Goldcorp would have to raise price up to $10.30/share (again assuming cash portion stays the same).

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Original Analysis Summary

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Morrison Park Advisors’ analysis of the transaction to acquire Osisko, as proposed by Goldcorp, concludes that it would have the following impacts to the shareholders of Osisko from a financial point of view.

• Reduced leverage to Gold

• Osisko shareholders will represent only 7% of Goldcorp after the transaction.

• Osisko’s metal content will go from 100% precious metals to only 78% precious metals and 22% base metals.

• Reduced metal value per share

• At current commodity prices Osisko has Proven & Probable (P&P) reserves with a gross metal value of $26/share

• The P&P metal value would fall to $24/share pro-forma a transaction with Goldcorp representing 5% dilution to Osisko shareholders.

• Measured & Indicated (M&I) resources (inclusive of P&P), currently have a gross metal value of $54/share.

• The P&P metal value would fall to $34/share pro-forma a transaction with Goldcorp representing 36% dilution to Osisko shareholders.

• Dilutive on an EBITDA basis

• On an attributable EBITDA per share basis (adjusting for debt net of cash), Osisko generated $0.51/share over the 12 months ending September 30, 2013.

• On a pro-forma basis, the transaction would reduce this to $0.48/share equating to 5% dilution for Osiskoshareholders.

• Alternatively, based on annualizing Osisko’s third quarter EBITDA, the company would generate $0.48/share on a stand-alone basis.

• Pro-forma a Goldcorp transaction, Osisko shareholder’s would effectively be diluted to $0.25/share on an annualized EBITDA basis reflecting 48% dilution.

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TRANSACTION ANALYSIS

Resource Accretion / Dilution Goldcorp Osisko NewCo Goldcorp Osisko NewCo Goldcorp Osisko NewCo

Proven & Probable

Proven & Probable Measured & Indicated Total

Gross Metal Value

Gold - 83,917 12,635 96,552 116,268 26,646 142,914 148,694 34,277 182,971

Silver US$M 23,637 - 23,637 31,257 - 31,257 33,524 - 33,524

Lead US$M 5,629 - 5,629 7,361 - 7,361 7,733 - 7,733

Zinc US$M 12,994 - 12,994 18,015 - 18,015 18,748 - 18,748

Copper US$M 19,111 - 19,111 22,280 - 22,280 34,766 - 34,766

Total Metal US$M 145,288 12,635 157,923 195,180 26,646 221,827 243,465 34,277 277,743

Relative Contribution

Total Metal 92.0% 8.0% 88.0% 12.0% 87.7% 12.3%

Enterprise Value 92.0% 8.0% 92.0% 8.0% 92.0% 8.0%

Difference 0.0% 0.0% 4.0% -4.0% -4.4% 4.4%

Metal Value per share Goldcorp Osisko NewCo

Shares Outstanding M 812 445 877 812 445 877 812 445 877

Shares Adjusted (2)

M 872 494 944 872 494 944 872 494 944

Total Metal Value US$/sh 167 26 224 54 279 69

Pro-forma Tansaction US$/sh 167 24 235 34 294 43

Accretion / Dilution Goldcorp Osisko Goldcorp Osisko Goldcorp Osisko

Metal / Share 0.4% -4.6% 5% -36% 5% -38%

EV/Resource Multiple

Gold Equiv. (at market) US$/oz 175 226 130 107 104 83

Gold Equiv. (at offer Price)US$/oz 175 258 181 130 122 129 104 95 103

(2) Shares outstanding are adjusted by issuing an amount, at market price, required to eliminate all debt net of cash.

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