Sec Form 13G Filing - ORION RESOURCE PARTNERS (USA) LP filing for Osisko Gold Royalties LTDOsisko Gold Royalties LTD - 2020-07-09

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Page 3 of 6 Pages

Item 1(a).

Name of Issuer:

Osisko Gold Royalties Ltd (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1100 Avenue Des Canadiens-De-Montreal, Suite 300, Montréal, QC H3B 2S2

Item 2(a).

Name of Person Filing

This Statement is filed on behalf of Orion Resource Partners (USA) LP (the “Reporting Person”). The Reporting Person serves as investment advisor to each of (i) Orion Mine Finance (Master) Fund I LP, a Bermuda limited partnership, (ii) Orion Mine Finance (Master) Fund I-A LP, a Bermuda limited partnership, (iii) Orion Co-Investments I (Stream) LLC, a Delaware limited liability company, (iv) Orion Co-Investments II LP, a Bermuda limited partnership, (v) Orion Co-Investments IV LP, a Bermuda limited partnership, and (vi) Orion Co-Investments III LP, a Canadian company (together, the “Funds”).

Each of the Funds holds a membership interest in Betelgeuse LLC, a Delaware limited liability company. This Statement relates to Shares (as defined herein) directly held by Betelgeuse LLC. The managers of Betelgeuse LLC are (i) Orion Mine Finance Management I Limited, a Bermuda company, and (ii) Orion Mine Finance Management IA Limited, a Bermuda company. The Reporting Person also serves as the sub-adviser to each such manager. Based on the relationships described herein, the Reporting Person may be deemed to have voting and investment control over the Shares reported herein.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Reporting Person is 104 5 Avenue of the Americas, New York, NY 10018.

Item 2(c).

Citizenship:

The Reporting Person is a Delaware limited partnership.

Item 2(d).

Title of Class of Securities:

Common Stock, no par value (the “Shares”)

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

Item 4.

Ownership:

Item 4(a)

Amount Beneficially Owned:

As of June 30, 2019, the Reporting Person may have been deemed the beneficial owner of 10,007,058 Shares.

As of December 31, 2019, the Reporting Persons may have been deemed the beneficial owner of 8,829,558 Shares.

As of April 30, 2020, and through the filing of this Schedule 13G, the Reporting Person may be deemed the beneficial owner of 0 Shares.

Item 4(b)

Percent of Class:

As of June 30, 2019, the Reporting Person may have been deemed the beneficial owner of approximately 6.4% of Shares outstanding. (There were 155,179,020 Shares outstanding as of May 1, 2019, according to the Issuer’s Form 6-K, filed on May 1, 2019.)

As of December 31, 2019, the Reporting Person may have been deemed the beneficial owner of approximately 6.2% of Shares outstanding. (There were 157,469,361 Shares outstanding as of December 2, 2019, according to the Issuer’s Form 6-K, filed on December 10, 2019.)

As of April 30, 2020, and through the filing of this Schedule 13G, the Reporting Person may be deemed the beneficial owner of 0.0% of Shares outstanding. (There were 157,469,361 Shares outstanding as of December 31, 2019, according to the Issuer’s Form 40-F, filed on March 27, 2020.)

Item 4(c)

Number of Shares as to which such person has:

 

Item 5.

Ownership of Five Percent or Less of a Class:

As of the date hereof, the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities: [X].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

The response to Item 2 is incorporated by reference herein.

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

Item 10.

Certification: