Osisko Completes Acquisition of Orion Royalty Portfolio
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OSISKO COMPLETES ACQUISITION OF ORION ROYALTY PORTFOLIO
(Montréal, July 31, 2017) Osisko Gold Royalties Ltd (OR: TSX & NYSE) (“Osisko” or “Corporation”) is
pleased to announce the successful completion of the previously announced acquisition (“Acquisition”)
of a high -quality precious metals portfolio of assets consisting of 74 royalties, streams and precious
metal offtakes (“Orion Portfolio”) from Orion Mine Finance Group in exchange for $675 million cash
and the issuance of 30,906,594 shares of the Corporation.
Following the acquisition, Osisko now holds a total of 131 royalties , streams and precious metal
offtakes, including its cornerstone 5% net smelter return (“NSR ”) royalty on the world class and long -
life Canadian Malartic gold mine (Canada’s largest producing gold mine) and a 2% to 3.5% NSR
royalty on the world class Éléonore gold mine. In addition, the Corporation acquired a 9.6% diamond
stream on the Renard diamond mine and a 4% gold and silver stream on the Brucejack gold and silver
mine, all of which are new high -quality mines in Canada, in addition to a 100% silver stream on the
Mantos Blancos copper mine in Chile.
Sean Roosen, Chair of the Board of Directors and Chief Executive Officer, commented on the closing
of the transaction: “We are excited to acquire Orion’s portfolio of high quality assets, which position
Osisko as the leading growth royalty company in the precious metals sector”.
Funding for Transaction
In addition to the shares issued to Orion, the Corporation completed a private placement totaling
$275 million dollars with the Caisse de dépôt et placement du Québec (“La Caisse”) ($200 million) and
the Fonds de solidarité FTQ (“the Fonds”) ($75 million) at a price of $14.56 per share. The Corporation
has also issued 385,457 shares as part of the capital commitment fee.
The Corporation has also drawn US$118 million under its acquisition credit line from National Bank of
Canada and Bank of Montreal.
The remaining cash component was drawn from the Corporation’s cash resources. It is estimated that
Osisko has approximately $100 million in its treasury following the completion of the transaction.
Share Ownership
“We are pleased to welcome Orion Mine Finance as a new 19.7% shareholder, and we appreciate the
confidence received from two Québec based long term shareholders, La Caisse and the Fonds, that
are increasing their position to 12.1% and 5.5% respectively” commented Mr. Roosen.
Following the completion of the transaction, Osisko has 156,964,269 shares outstanding.
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Board Appointment
In accordance with the acquisition agreement, Mr. Oskar Le wnowski, Founder and Chief Investment
Officer of Orion Mine Finance has been appointed to Osisko’s Board of Directors. Mr. Lewnowski is a
highly experienced mining financier with previous experience with private equity funds and investment
banking firms.
La Caisse has also the right to nominate a member to the Board of Directors. It is anticipated that they
will exercise this right during the third quarter.
Advisors
Mr. Sean Roosen also noted: “We would like to acknowledge the outstanding efforts of the Osisko and
Orion Teams and their respective advisors to complete this major transaction”.
Osisko’s lead financial advisor is Maxit Capital LP, with BMO Capital Markets, National Bank Financial
and PricewaterhouseCoopers acting as financial advisors. Legal counsel are Bennett Jones LLP and
Lavery de Billy LLP in Canada, and Paul, Weiss, Rifkind, Wharton & Garrison LLP in the United
States.
Orion’s financial advisors are CIBC World Markets Inc. and Haywood Securities Inc. and their legal
counsel is Fasken Martineau DuMoulin LLP.
About Osisko Gold Royalties Ltd
Osisko Gold Royalties Ltd is an intermediate precious metal royalty company focused on the Americas
that commenced activities in June 2014. Following the Acquisition of the Orion Portfolio, it now holds a
North American focused portfolio over 130 royalties, streams and precious metal offtakes. Osisko’s
portfolio is anchored by five cornerstone assets, including a 5% NSR royalty on the Canadian Malartic
Mine, which is the largest gold mine in Canada. Osisko also owns a portfolio of publicly held resource
companies, including a 15.3% interest in Osisko Mining Inc., 14.7% in Osisko Met als Ltd., 13.3% in
Falco Resources Ltd. and 33.4% in Barkerville Gold Mines Ltd.
Osisko’s head office is located at 1100 Avenue des Canadiens -de-Montréal, Suite 300, Montréal,
Québec, H3B 2S2. For more information, visit www.osiskogr.com.
For further information, please contact Osisko Gold Royalties Ltd:
Vincent Metcalfe
Vice President, Investor Relations
Tel. (514) 940-0670
Joseph de la Plante
Vice President, Corporate Development
Tel. (514) 940-0670
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Forward-looking statements
Certain statements contained in this press release may be deemed “forward -looking statements” within the meaning of
applicable Canadian and U.S. securities laws . These forward -looking statements, by their nature, require Osisko to make
certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in these forward -looking statements. Forward -looking statements are not
guarantees of performance. These forward-looking statements, may involve, but are not limited to, comments with res pect to
the directors and officers of Osisko, the performance of the assets of Osisko, the realization of the anticipated benefits
deriving from Osisko’s acquisition of the Orion Portfolio . Words such as "may", "will", "would", "could", "expect", "believe" ,
"plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually u sed
in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking
statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or
projection, including management's perceptions of historical trends, current conditions and expected future developments, as
well as other considerations that are believed to be appropriate in the circumstances. Osisko considers its assumptions to be
reasonable based on information currently available, but cautions the reader that their assumptions regarding future events,
many of whic h are beyond the control of Osisko, may ultimately prove to be incorrect since they are subject to risks and
uncertainties that affect Osisko and its business.
For additional information with respect to these and other factors and assumptions underlying t he forward-looking statements
made in this press release, see the section entitled “Risk Factors” in the most recent Annual Information Form of Osisko
which is filed with the Canadian securities commissions and available electronically under Osisko’s issue r profile on SEDAR
at www.sedar.com and with the U.S. Securities and Exchange Commission and available electronically under Osisko’s issuer
profile on EDGAR at www.sec.gov. The forward -looking information set forth herein reflects Osisko’s expectations as at the
date of this press release and is subject to change after such date. Osisko disclaims any intention or obligation to update o r
revise any forward -looking statements, whether as a result of new information, future events or otherwise, other than as
required by law.