Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule (13d-101)
(Amendment No. 5)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-d2(a)
|
OSISKO GOLD ROYALTIES LTD
(Name of Issuer)
|
|
Common Shares
|
|
(Title of Class of Securities)
|
|
68827L101
|
|
(CUSIP Number)
|
|
Soulef Hadjoudj
Caisse de dépôt et placement du Québec
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
(514) 847-5998
|
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
December 9, 2022
|
|
(Date of Event which Requires Filing of this Statement)
|
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
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NAMES OF REPORTING PERSONS
|
|
|
||
| CDP Investissements Inc. |
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|
|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
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||
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(b)
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☒
|
||||
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||||
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3
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SEC USE ONLY
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||
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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| OO |
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
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☐
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||
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||||
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||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| Québec, Canada |
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
|
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|
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| |
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|||
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||||
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8
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SHARED VOTING POWER
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|
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| 9,445,440 (See Items 3 and 5) |
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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||
| |
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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||
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9,445,440 (See Items 3 and 5)
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|||
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||||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
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9,445,440 (1)
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|||
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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☐
|
||
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||||
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||||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
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5.1% (2)
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|||
|
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||||
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
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|||
|
|
|
||||
(1) Caisse de dépôt et placement du Québec is the sole owner of CDP Investissements Inc, which directly holds 9,445,440 common shares. See Items 3 and 5 below.
(2) The percentage ownership interest is calculated based on 183,921,409 common shares outstanding, as reported in the Issuer’s press release dated December 8, 2022.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Caisse de dépôt et placement du Québec
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
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SEC USE ONLY
|
|
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||
|
|
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|||
|
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||||
|
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
| OO |
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|||
|
|
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||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
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|
||||
|
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||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Québec, Canada
|
|
|
|||
|
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
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||||
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8
|
SHARED VOTING POWER
|
|
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||
|
9,445,440 (See Items 3 and 5)
|
|
|
|||
|
|
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||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
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||
| |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
9,445,440 (See Items 3 and 5)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
9,445,440 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
5.1% (2)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Caisse de dépôt et placement du Québec is the sole owner of CDP Investissements Inc., which holds 9,445,440 common shares. See Items 3 and 5 below.
(2) The percentage ownership interest is calculated based on 183,921,409 shares outstanding as reported in the Issuer’s press release dated December 8, 2022.
| ITEM 1. |
SECURITY AND ISSUER.
|
This amendment No. 5 (“Amendment No. 5”) amends the Schedule 13D originally filed on August 10, 2017, as amended by Amendment No. 1, dated July 7, 2021, Amendment No. 2, dated
July 16, 2021, Amendment No. 3, dated November 11, 2022 and Amendment No. 4, dated November 25, 2022 (as amended, the “Schedule 13D”) relating to the 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.
Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 5, the Schedule 13D is unchanged.
| ITEM 2. |
IDENTITY AND BACKGROUND.
|
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following information:
“The name, residence or business address and principal occupation or employment of each director, executive officer and controlling person is set forth in Annex A hereto.”
“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 hereto.”
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER.
|
Item 5 of the Schedule 13D is hereby amended and restated to read in full as follows:
“The percentage calculations set forth in this Item 5 and the information on the cover page are based on there being 183,921,409 Shares outstanding.
(a) and (b)
As a result of the transactions described in Item 3 and 4 of Schedule 13D and the transactions set forth in Annex B, CDP is the direct beneficial owner of 9,445,440 Shares. The
Shares held by CDP represent 5.1 % 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. ”
| Item 7. |
MATERIAL TO BE FILED AS EXHIBITS
|
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
|
Exhibit
No.
|
Description
|
|
Joint Filing Agreement, dated as of December 12, 2022, between the Reporting Persons.
|
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: December 12, 2022 | |||
|
CDP Investissements Inc.
|
|||
|
By:
|
/S/ Alice Monet
|
||
|
Name:
|
Alice Monet
|
||
|
Title:
|
Corporate Secretary
|
||
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: December 12, 2022 | |||
|
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
|
|||
|
By:
|
/S/ Soulef Hadjoudj
|
||
|
Name:
|
Soulef Hadjoudj
|
||
|
Title:
|
Authorized Signatory
|
||
Annex A
CDP INVESTISSEMENTS INC
Directors and Officers
| Name | Business Address | Principal Occupation or Employment | Citizenship |
|
Kim Thomassin
|
1000, place Jean-Paul-Riopelle
Montreal, Quebec, H2Z 2B3
|
Corporate Director and President
|
Canadian
|
|
Christian Grimm
|
1000, place Jean-Paul-Riopelle
Montreal, Quebec, H2Z 2B3
|
Corporate Director and Vice-President
|
Canadian
|
|
Martin Longchamps
|
1000, place Jean-Paul Riopelle
Montreal, Quebec, H2Z 2B3
|
Corporate Director
|
Canadian
|
|
Alice Monet
|
1000, place Jean-Paul-Riopelle
Montreal, Quebec, H2Z 2B3
|
Corporate Secretary
|
Canadian
|
|
Mélanie Julien
|
1000, place Jean-Paul-Riopelle
|
Assistant Corporate Secretary
|
Canadian
|
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
Directors and Officers
|
Name
|
Business Address
|
Principal Occupation or Employment
|
Citizenship
|
|
Jean St-Gelais
|
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
|
Chairman of the Board of Directors
|
Canadian
|
|
Jean-François Blais
|
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|
Ivana Bonnet Zivcevic
|
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
|
Corporate Director, Senior Country Officer, Crédit Agricole CIB Italy
|
Serbian, French
|
|
Alain Côté
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|
René Dufresne
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
President and General Manager, Retraite Québec
|
Canadian
|
|
Charles Emond
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
President, Chief Executive Officer and Corporate Director
|
Canadian
|
|
Olga Farman
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director, Managing Director, Norton
Rose Fulbright
|
Canadian
|
|
Nelson Gentiletti
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|
Gilles Godbout
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|
Lynn Jeanniot
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|
Maria S. Jelescu
Dreyfus
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director, Chief Executive Officer, Ardinall
Investment Management
|
Romanian
|
|
Diane Lemieux
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director, President and Chief Executive Officer,
Commission de la construction du Québec
|
Canadian
|
|
Martin Longchamps
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and Head of Private Equity
|
Canadian
|
|
Wendy Murdock
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Corporate Director
|
Canadian
|
|
Maxime Aucoin
|
1000, place Jean-Paul-Riopelle
9th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and Head of Total Portfolio
|
Canadian
|
|
Helen Beck
|
1000, place Jean-Paul-Riopelle
9th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and Head of Equity Markets
|
Canadian
|
|
Claude Bergeron
|
1000, place Jean-Paul-Riopelle
9th floor
Montréal, Québec
H2Z 2B3
|
Chief Risk Officer and Head of Depositor Relationships
|
Canadian
|
|
Marc-André Blanchard
|
1000, place Jean-Paul-Riopelle
10th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and Head of CDPQ Global
|
Canadian
|
|
Ani Castonguay
|
1000, place Jean-Paul-Riopelle
10th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President, Public Affairs
|
Canadian
|
|
Marc Cormier
|
1000, place Jean-Paul-Riopelle
6th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and Head of Fixed Income
|
French and Canadian
|
|
Martin Coiteux
|
1000, place Jean-Paul-Riopelle
4th floor
Montréal, Québec
H2Z 2B3
|
Head of Economic Analysis and Global
Strategy
|
Canadian
|
|
Vincent Delisle
|
1000, place Jean-Paul-Riopelle
7th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and Head of Liquid Markets
|
Canadian
|
|
Ève Giard
|
1000, place Jean-Paul-Riopelle
5th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President, Talent and Performance
|
Canadian
|
|
Emmanuel Jaclot
|
1000, place Jean-Paul-Riopelle
8th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and Head of Infrastructure
|
French
|
|
Maarika Paul
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and Chief Financial and Operations Officer
|
Canadian
|
|
Alexandre Synnett
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President, Private Equity, Technology
|
Canadian
|
|
Kim Thomassin
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President and Head of Québec
|
Canadian
|
|
Nathalie Palladitcheff
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
President and Chief Executive Officer Ivanhoé Cambridge
|
French
|
|
Rana Ghorayeb
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
President and Chief Executive Officer Otéra Capital
|
Canadian
|
|
Michel Lalande
|
1000, place Jean-Paul-Riopelle
11th floor
Montréal, Québec
H2Z 2B3
|
Executive Vice-President, Legal Affairs and Secretariat
|
Canadian
|
Annex B
Schedule of Transactions
CDP Investissements Inc.
|
Reporting Person
|
Date of Transaction
|
Security
|
Amount of Securities Sold
|
Unit Cost (CAD)
|
Where and How Effected1
|
|
CDP Investissements Inc.
|
November 14, 2022
|
Common Shares
|
94,593
|
$17.04
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc.
|
November 14, 2022
|
Common Shares
|
100,000
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc.
|
November 18, 2022
|
Common Shares
|
50,000
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc.
|
November 18, 2022
|
Common Shares
|
7,100
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc.
|
November 21, 2022
|
Common Shares
|
100,000
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
November 21, 2022
|
Common Shares
|
50,000
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
November 21, 2022
|
Common Shares
|
209,409
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
November 21, 2022
|
Common Shares
|
2,600
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
November 22, 2022
|
Common Shares
|
200,000
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
November 22, 2022
|
Common Shares
|
16,810
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
November 23, 2022
|
Common Shares
|
101,702
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
November 23, 2022
|
Common Shares
|
500,000
|
$17.05
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
November 23, 2022
|
Common Shares
|
19,398
|
$17.08
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc.
|
November 24, 20222
|
Common Shares
|
1,500
|
$17.11
|
Canada
Toronto Stock Exchange
|
1 All transactions were effected on the open market on the Toronto Stock Exchange
2 Due to a clerical error, the Annex B to Amendment No. 4, dated November 25, 2022 did not include the November 24, 2022 transactions.
|
CDP Investissements Inc.
|
November 24, 20223
|
Common Shares
|
248,400
|
$17.04
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc.
|
November 30, 2022
|
Common Shares
|
300,000
|
$17.07
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
November 30, 2022
|
Common Shares
|
156,727
|
$17.07
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 1, 2022
|
Common Shares
|
37,842
|
$17.16
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 1, 2022
|
Common Shares
|
250,000
|
$17.15
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 1, 2022
|
Common Shares
|
293,975
|
$17.15
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 2, 2022
|
Common Shares
|
95,958
|
$17.16
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 2, 2022
|
Common Shares
|
150,000
|
$17.12
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 6, 2022
|
Common Shares
|
7,234
|
$17.02
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 6, 2022
|
Common Shares
|
100,000
|
$17.05
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 7, 2022
|
Common Shares
|
288,966
|
$17.04
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 7, 2022
|
Common Shares
|
50,000
|
$17.05
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 9, 2022
|
Common Shares
|
50,000
|
$16.72
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 9, 2022
|
Common Shares
|
250,000
|
$17.00
|
Canada
Toronto Stock Exchange
|
|
CDP Investissements Inc
|
December 9, 2022
|
Common Shares
|
9,500
|
$17.06
|
Canada
Toronto Stock Exchange
|
Caisse de dépôt et placement du Québec
None.
3 Due to a clerical error, the Annex B to Amendment No. 4, dated November 25, 2022 did not include the November 24, 2022 transactions.