Recommended Cash Offer by Orion Mine Finance to Acquire Dalradian Resources Inc. - Seite 3

Maxit Capital LP has provided a fairness opinion to the Independent Committee (the "Maxit Fairness Opinion"), stating that in its opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration is fair, from a financial point of view, to the Affected Dalradian Shareholders.

The Board of Directors (excluding Patrick Anderson, Michael Barton and Sean Roosen who were recused from discussions and voting given their interests in the Transaction as Mr. Anderson is part of the senior management team and is a Remaining Shareholder, Mr. Barton is a principal of Orion and Mr. Roosen is a Remaining Shareholder and a principal of Osisko) after receiving financial and legal advice, and following receipt of the Maxit Fairness Opinion, the Raymond James Fairness Opinion and the Valuation, and the recommendation of the Independent Committee, unanimously approved the Transaction and recommend that Affected Dalradian Shareholders vote in favour of the Transaction.

In addition, directors and senior officers of Dalradian, including the Remaining Shareholders, who as of the date hereof, collectively hold approximately 2.2% of Dalradian's issued and outstanding common shares, have entered into agreements to support the Transaction and vote their Dalradian Shares in favour of the Transaction.

Transaction Conditions and Timing

The Transaction will be implemented by way of a Court-approved plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of: (i) 66 2/3% of the votes cast by the holders of Dalradian's common shares; and (ii) a simple majority of the votes cast by holders of Dalradian common shares after excluding any votes of Orion, Osisko Gold Royalties Ltd and certain other persons required to be excluded under MI 61-101, all at a special meeting of Dalradian shareholders to consider the Transaction.

The completion of the Transaction will also be subject to obtaining required court and other approvals and satisfaction of closing conditions customary for a transaction of this nature. The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of Dalradian and a right for Orion to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of C$20 million, payable by Dalradian, under certain circumstances (including if the Arrangement Agreement is terminated in connection with Dalradian pursuing a Superior Proposal).