OR Royalties Inc. — Major Shareholding Notification 2016

Oct 18, 2016

6-K 1 form6k.htm FORM 6-K Osisko Gold Royalties Ltd: Form 6-K - Filed by newsfilecorp.com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2016

Commission File Number: 001-37814

Osisko Gold Royalties LTD (Translation of registrant's name into English)

1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Qc H3B 2S2 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ ] Form 20-F [ x ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

SUBMITTED HEREWITH

Exhibits

99.1 Press Release dated October 18, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OSISKO GOLD ROYALTIES LTD
	(Registrant)
Date: October 18, 2016	By:	/s/ Joseph de la Plante
		Joseph de la Plante
	Title:	Vice-President, Corporate Development

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EARLY WARNING REPORT

NATIONAL INSTRUMENT 62-103 - THE EARLY WARNING SYSTEM AND RELATED TAKE-OVER BID AND INSIDER REPORTING ISSUES

1. Name of the reporting issuer

QMX Gold Corporation (“ QMX ”)

1. Date of the acquisition

October 17, 2016

1. Name and address of Offeror

Osisko Gold Royalties Ltd (“ Osisko ”) 1100 avenue des Canadiens-de-Montréal Suite 300 Montréal, Québec H3B 2S2

1. Designation and number, or principal amount, of securities and the Offeror’s security holding percentage in the class of securities of which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances

On October 17, 2016, QMX issued 15,000,000 common shares to Osisko at a price of C$0.10 per share (the “ Purchased Shares ”) for an aggregate consideration of C$1,500,000 (the “ Private Placement ”).

The Purchased Shares represent approximately 14.7% of the 102,333,887 QMX Shares issued and outstanding after the Private Placement.

1. Designation and number, or principal amount, of securities and the Offeror’s security holding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligations to file a news release

Before giving effect to the Private Placement, Osisko did not have any ownership and control over QMX Shares.

After giving effect to the Private Placement, Osisko has ownership and control over 15,000,000 QMX Shares, representing approximately 14.7% of the 102,333,887 QMX Shares issued and outstanding after the Private Placement.

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1. Designation and number, or principal amount of securities, and the percentage of outstanding securities of the class of securities referred to in paragraph 5 over which:

| (a) | The Offeror, either alone or together with joint
actors, has ownership and control |
| --- | --- |
| | See paragraph 5 above. |
| (b) | The Offeror, either alone or together with joint
actors, has ownership but control is held by other persons or companies
other than the Offeror or any joint actor |
| | Not applicable. |
| (c) | The Offeror, either alone or together with joint
actors, has exclusive or shared control but does not have
ownership |
| | Not applicable. |

| 7. | The name of the market in which the transaction or
occurrence that gave rise to the news release took place |
| --- | --- |
| | The Purchased Shares were acquired on a private placement
basis. |
| 8. | The value, in Canadian dollars, of any consideration
offered per security if the Offeror acquired ownership of a security in
the transaction or occurrence giving rise to the obligation to file a news
release. |
| | $0.10 per Purchased Share. |
| 9. | The purpose of the Offeror and any joint actors in
effecting the transaction or occurrence that gave rise to the news
release, including any future intention to acquire ownership of, or
control over, additional securities of the reporting issuer. |
| | Osisko acquired the Purchased Shares for investment
purposes. Osisko may increase or decrease its ownership interest in QMX
depending on, among other factors, market conditions and other factors
relevant to Osisko’s investment decisions. Other than the Purchased
Shares, Osisko has no current intention to increase its beneficial
ownership of, or control or direction over, additional securities of
QMX. |

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| 10. | The general nature and the material terms of any
agreement, other than lending arrangements, with respect to securities of
the reporting issuer, entered into by the Offeror, or any joint actor, and
the issuer of the securities or any other entity in connection with the
transaction or occurrence giving rise to the news release, including
agreements with respect to the acquisition, holding, disposition or voting
of any securities |
| --- | --- |
| | Not applicable. |
| 11. | The names of any joint actors in connection with the
disclosure required above |
| | Not applicable. |
| 12. | Nature and value of consideration paid by the Offeror,
if the transaction or occurrence disclosed in this report did not take
place on a stock exchange or other published market for the
securities |
| | $0.10 per Purchased Share. |
| 13. | When applicable, a description of any change in any
material facts set out in a previous report under the legislation stated
above |
| | Not applicable. |
| 14. | When applicable, a description of the exemption from
securities legislation being relied on by the Offeror and the facts
supporting that reliance |
| | Section 2.3 of National Instrument 45-106; Osisko
purchased the securities as principal and is an accredited
investor. |

| Dated this 18 th day of October
2016 |
| --- |
| Osisko Gold Royalties Ltd |
| “Joseph de la
Plante” |
| Vice President, Corporate Development |