UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule (13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13-d2(a)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(1) This number of 19,027,175 shares includes (i) 14,016,596 shares held by CDP Investissements Inc. and (ii) 5,010,579 shares held directly by Caisse de dépôt et placement du Québec, which is the sole owner of CDP Investissements Inc. See Items 3 and 5 below.

(2) The percentage ownership interest calculated based on 156,964,269 shares outstanding following the completion of the transactions described herein, as reported on the Issuer's press release filed with the Securities and Exchange Commission on August 1, 2017. 

 

(1) This number of 19,027,175 shares includes (i) 14,016,596 shares held by CDP Investissements Inc. and (ii) 5,010,579 shares held directly by Caisse de dépôt et placement du Québec, which is the sole owner of CDP Investissements Inc.  See Items 3 and 5 below.

(2) The percentage ownership interest calculated based on 156,964,269 shares outstanding following the completion of the transactions described herein, as reported on the Issuer's press release filed with the Securities and Exchange Commission on August 1, 2017.

 

This Statement is being filed with respect to Common Shares (the "Shares") issued by Osisko Gold Royalties Ltd (the "Issuer").

The principal executive offices of the Issuer are located at 1100 des Canadiens-de-Montréal Avenue, # 300, Montreal (Quebec) Canada, H3B 2S2.

(a) This Statement is being filed by CDP Investissements Inc. ("CDP") and Caisse de dépôt et placement du Québec ("CDPQ" and, together with CDP, the "Reporting Persons"). CDP is a wholly owned subsidiary of CDPQ.

All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

CDP is a company organized and existing under the laws of Québec, Canada.  CDPQ is a legal person without share capital created by a special act of the Legislature of the Province of Québec.

(b) and (c) 

The address for CDP is 1000, place Jean-Paul-Riopelle, Montréal, Québec, H2Z 2B3.

The principal business of CDP is as an investment holding company.

The name, residence or business address and principal occupation or employment of each director, executive officer and controlling person of CDP are available in Annex A to this Schedule 13D.

The address for CDPQ is 1000, place Jean-Paul-Riopelle, Montréal, Québec, H2Z 2B3.

The principal business of CDPQ is to receive on deposit and manage funds deposited by agencies and instrumentalities of the Province of Québec.

The name, residence or business address and principal occupation or employment of each director, executive officer and controlling person are available in Annex A to this Schedule 13D.

(d) and (e) During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person's knowledge, none of the executive officers or directors of such Reporting Person have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of the natural persons who are officers, directors or controlling persons of each of the Reporting Persons is set forth in Annex A.

On July 31, 2017, CDP subscribed to 13,736,264 newly issued Shares from the Issuer in a private placement transaction, for an aggregate purchase price of $200,000,003.84, pursuant to a Subscription Agreement, dated as of June 4, 2017, (the "Subscription Agreement"), between CDP and the Issuer, and in which intervened CDPQ.

CDP also received from the Issuer, as capital commitment, an amount (paid in cash) equal to 5% of CDP's aggregate subscription amount, as well as an additional 280,332 Shares.

 A summary of the Subscription Agreement is set forth in Item 6.

The purchase price was funded by the assets of CDP.

The total amount of 19,027,175 Shares reported herein as being held by the Reporting Persons also includes 5,010,579 Shares held directly by CDPQ that were previously acquired.

On July 31, 2017, the Issuer announced the acquisition of a precious metals portfolio of assets from Orion Mine Finance Group for US$506.8 million (the "Purchase Price") (the "Transaction").

The information set forth or incorporated by reference in Item 3 and Item 6 is hereby incorporated herein by reference.

As part of the Transaction, CDP subscribed for 13,736,264 Shares, for an aggregate purchase price of $200,000,003.84 under a concurrent Private Placement ("Private Placement") to fund a portion of the cash consideration and support the Transaction.

CDP purchased the Shares for investment purposes.

Each of the Reporting Persons expects to evaluate on an ongoing basis its interest in, and intentions with respect to, the Issuer. Accordingly, each of the Reporting Persons reserves the right to change its plans and intentions at any time, as it deems appropriate. In particular, each of the Reporting Persons may at any time and from time to time (including in open market, privately negotiated or other transactions) acquire additional securities of the Issuer or its subsidiaries, including additional Shares; dispose of all or a portion of the securities of the Issuer or its subsidiaries, including the securities of the Issuer and its subsidiaries that it now owns or may hereafter acquire; and/or enter into derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in such securities.

Each of the Reporting Persons may also encourage, including, without limitation, through CDP designee on each of the Issuer's board of directors and/or communications with directors, management and existing or prospective security holders, investors or lenders of the Issuer; existing or potential strategic partners; industry analysts; and other investment and financing professionals, the Issuer to consider or explore any of the items enumerated in the following paragraph.

Except as described above in this Item 4 and in Item 6, the Reporting Persons do not have any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer or a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above.

The percentage calculations set forth in this Item 5 and the information on the cover page are based on there being 156,964,269 Shares outstanding following the completion of the Transaction, as reported on the Issuer's Press Release filed with the Securities and Exchange Commission on August 1, 2017.

(a) and (b)

As a result of the transactions described above, CDP is the direct beneficial owner of 14,016,596 Shares. In addition, CDPQ is the direct beneficial owner of 5,010,579 that were previously acquired. Collectively, the Shares held by CDP and CDPQ represent 12.12 % of the Issuer's outstanding Shares. CDPQ, through its ownership of CDP, may be deemed to share voting and dispositive power over the Shares beneficially owned or deemed to be beneficially owned by CDP.

(c) The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Annex B. Except as otherwise disclosed therein, the Reporting Persons have not effected any transaction in the Shares in the last 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

Pursuant to the Subscription Agreement, CDP agreed with the Issuer not to, directly or indirectly, sell, transfer or dispose of any Shares acquired in the Private Placement for a period of 180 days after the closing date of the Private Placement, subject to certain exceptions.

 Investor's Rights Agreement

-	Representation the Board of Directors

Under the terms of the Investor's Rights Agreement dated as of July 31, 2017, between CDP and the Issuer (the "Investor's Rights Agreement"), CDP has the right to appoint a director to the Board of Directors of the Issuer (the "Board"), immediately after the closing of the Transaction, subject to applicable board and shareholder approvals. (the "CDP Candidate"). In addition, pursuant to Section 2 of the Investor's Rights Agreement, CDP will have the right, in connection with each annual meeting of shareholders of the Issuer, to recommend to the Issuer a candidate to be included on the list of nominees in the Issuer's management proxy circular pertaining to the election of directors.

Upon joining the Board, the CDP Candidate shall sign an agreement under which the CDP Candidate shall undertake to tender his or her resignation to the Board should the Reporting Persons cease to beneficially own, or exercise control or direction over, 10% or more of the outstanding Shares.

-	Pre-Emptive Right

As long as the CDPQ Affiliates hold 10% or more of the outstanding Shares, CDP shall have a pre-emptive right (the "Pre-Emptive Right") entitling it to subscribe, or entitling a CDPQ Affiliate to subscribe, in connection with any issuance of Common Shares, equity securities of the Issuer, or securities which are convertible, exercisable or exchangeable against Common shares or equity securities of the Issuer (collectively, the "Securities"), upon conditions which shall be no less favorable than those afforded other subscribers of such issued Securities, up to a maximum of its interest in the issued Securities.

The foregoing summaries of the Subscription Agreement and the Investor's Rights Agreement described in this Item 6 do not purport to be complete and, as such, are qualified in their entirety by the Subscription Agreement, including the Investor's Rights Agreement which is an annex thereto, set forth in Exhibit 99.2 and 99.3 hereto and incorporated in this Item 6 by reference.

Except for the Share Purchase Agreement and the Investor's Rights Agreement, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 10, 2017

 

 

 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 10, 2017

 

 

 

 

CDP INVESTISSEMENTS INC 

 

  

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

 

 

 Annex B

CDP Investissements Inc.

*Additional 280,332 Common Shares were received as capital commitment, see Item 3.

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the equity shares of Osisko Gold Royalties Ltd and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of August 10, 2017.