TSXV: NOVR
OTCQB: NOVRF
(All dollar amounts are in United States Dollars unless otherwise
indicated)
VANCOUVER, BC,
Feb. 8, 2022 /CNW/ -
Nova Royalty Corp. ("Nova" or the "Company")
(TSXV: NOVR) (OTCQB: NOVRF) is pleased to announce that, further to
its news release dated January 10,
2022, it has completed its acquisition (the
"Transaction") of an existing 0.135% net smelter return
("NSR") royalty on the Copper World and Rosemont copper projects in Arizona (the "Royalty"), owned by
Hudbay Minerals Inc. (TSX: HBM) (NYSE: HBM). Nova has also been
granted a Right of First Refusal in respect to an additional 0.540%
NSR covering the same area as the Royalty.
The aggregate purchase price for the Transaction included
upfront consideration of $1.0 million
in cash ("Closing Cash Payment") and $0.5 million in common shares of Nova
("Consideration Shares"), of which Nova issued 214,610
Consideration Shares at C$2.950940
per share, calculated based on the twenty-day volume weighted
average trading price of the common shares of Nova up to and
including January 7, 2022.
An additional $4.0 million in cash
will be payable as follows:
- $1.0 million in cash, payable at
the earlier of: (i) 12 months after closing of the Transaction; and
(ii) Nova completing a single equity financing resulting in
aggregate net proceeds to Nova of at least $10.0 million
- $3.0 million in cash, payable at
the later of: (i) 12 months following the announcement of the
commencement of production from the Royalty Area; and (ii) the
receipt by Nova of the first three payments under the Royalty.
Other terms of the Transaction were as disclosed in Nova's news
release dated January 10, 2022.
Nova has also completed its previously announced drawdown (the
"Drawdown") of an additional C$1.5
million (the "Drawdown Amount") under its existing
amended and restated convertible loan facility with Beedie Capital
(the "Beedie Capital Facility"). The Drawdown will increase
the total amount drawn under the Beedie Capital Facility to
C$6.5 million, with an additional
C$18.5 million remaining available to
the Company. The Beedie Capital Facility carries an interest rate
of 8.0% per annum on advanced funds and 1.5% per annum on standby
funds.
The Drawdown Amount is convertible by Beedie Capital into
426,845 common shares of the Company at a conversion price of
C$3.514152 per share which is based
on a 20% premium above the 30-day volume-weighted average price of
the common shares of Nova on the TSX Venture Exchange
("TSXV") calculated up to and including January 7, 2022, in accordance with the terms of
the Beedie Capital Facility. Any common shares of the Company
issued upon conversion of the Drawdown Amount will be subject to a
hold period elapsing on May 26,
2022.
A portion of the Drawdown Amount was used to fund the Closing
Cash Payment and the balance will be used for general and
administrative purposes.
Nova has received conditional acceptance of the TSXV to complete
the Drawdown, which remains subject to final acceptance of the
TSXV.
About Nova
Nova is a royalty company focused on providing investors with
exposure to the key building blocks of clean energy – copper and
nickel. The Company is headquartered in Vancouver, British Columbia and is listed on
the TSXV under the trading symbol "NOVR" and on the US OTCQB under
the ticker "NOVRF".
On Behalf of Nova Royalty Corp.,
(signed) "Alex Tsukernik"
President and Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
securities legislation. The forward-looking statements herein are
made as of the date of this press release only, and the Company
does not assume any obligation to update or revise them to reflect
new information, estimates or opinions, future events or results or
otherwise, except as required by applicable law. Often, but not
always, forward-looking statements can be identified by the use of
words such as "plans", "expects", "is expected", "budgets",
"scheduled", "estimates", "forecasts", "predicts", "projects",
"intends", "targets", "aims", "anticipates" or "believes" or
variations (including negative variations) of such words and
phrases or may be identified by statements to the effect that
certain actions "may", "could", "should", "would", "might" or
"will" be taken, occur or be achieved. Forward-looking information
in this press release includes, but is not limited to, exploration
and expansion potential, production, recoveries and other
anticipated or possible future developments on the Rosemont and/or Copper World projects, current
commodity prices, the payment frequency of the under the Royalty,
current and potential future estimates of mineral reserves and
resources; future commercial production from the Rosemont and/or Copper World projects or other
designated areas; and the attainment of any required regulatory
approval to the acquisitions of the Royalty. Forward-looking
statements and information are subject to various known and unknown
risks and uncertainties, many of which are beyond the ability of
Nova to control or predict, that may cause Nova's actual results,
performance or achievements to be materially different from those
expressed or implied thereby, and are developed based on
assumptions about such risks, uncertainties and other factors set
out herein, including, but not limited to, the risk factors set out
under the heading "Risk Factors" in the Company's annual
information form dated April 30, 2021
available for review on the Company's profile at
www.sedar.com. Such forward-looking information
represents management's best judgment based on information
currently available. Except as required by applicable securities
laws, the Company undertakes no obligation to update these
forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change. No
forward-looking statement can be guaranteed and actual future
results may vary materially. Accordingly, readers are advised not
to place undue reliance on forward-looking statements or
information.
SOURCE Nova Royalty Corp.