- Trading to start on the Toronto Stock Exchange on May
29, 2020 under the symbol "NSR".
MONTREAL, May 27, 2020 /CNW Telbec/ - Nomad Royalty
Company Ltd. (TSXV: GV) ("Nomad" or
the "Company") (formerly Guerrero Ventures
Inc.) is pleased to announce that it has completed its reverse
take-over ("RTO") comprised of two related vend-in
transactions as well as a concurrent private placement of
subscription receipts in an amount of
CAD $13.3 million.
As previously announced, Nomad has received conditional approval
from the Toronto Stock Exchange (the "TSX") for the
listing and posting for trading of its common shares on the TSX.
Nomad's shares are expected to commence trading on the TSX on or
about May 29, 2020 under the symbol
"NSR".
"The completion of the RTO has allowed us to launch Nomad
Royalty Company Ltd., a new growth-oriented precious metal royalty
and streaming company" said Vincent
Metcalfe, Chairman and Chief Executive Officer of Nomad.
"The Nomad team now looks forward to executing on the Company's
business plan which aims to maximize shareholder returns by growing
Nomad's asset base, both organically and through accretive
acquisitions of precious metal and other high-quality royalties,
streams and similar interests", Mr. Metcalfe added.
As previously-announced, the RTO involved the acquisition by
Nomad of an aggregate of six stream and gold loan assets from Orion
Mine Finance Fund II LP, Orion Mine Finance Fund III LP and
OMF Fund II (Li) LP (collectively, the "Orion Group")
for total consideration of US $268 million as well as the
acquisition of three royalties and a contingent payment on the
commencement of commercial production of one project from Yamana
Gold Inc. ("Yamana Gold") and one of its affiliates
(collectively, the "Yamana Group") for total
consideration of US $65 million.
The Company satisfied the purchase price payable to the Orion
Group by issuing 396,455,965 common shares at a price of
CAD $0.90 per share and satisfied the purchase price payable
to the Yamana Group by issuing 66,500,000 common shares at a price
of CAD $0.90 per share and by paying US $10 million in
cash, with a further US $10 million deferred pursuant to a
Deferred Payment Agreement between the Company and Yamana Gold. The
deferred payment of US $10 million has a two-year term
(subject to an early redemption feature) and bears interest at an
annual rate of 3%. The principal amount of the deferred payment and
interest thereon is convertible, at any time, at the option of
Yamana Gold into common shares of the Company at a price of
CAD $0.90 per share.
As previously announced, in connection with the RTO, the Company
completed a private placement of 14,777,778 subscription receipts
for gross proceeds of approximately CAD $13.3 million through
a syndicate of securities dealers composed of Scotiabank and BMO
Capital Markets as Joint Bookrunners, and including CIBC Capital
Markets, RBC Capital Markets, Canaccord Genuity Corp.,
Desjardins Capital Markets, Haywood Securities Inc. and
National Bank Financial Inc. (the "Financing"). A
portion of the proceeds from the Financing were used to fund the
cash component of the consideration payable to the Yamana Group.
Upon completion of the vend-in transactions with the Orion Group
and the Yamana Group, each subscription receipt was automatically
exchanged for one common share of the Company.
Following completion of the RTO and the Financing, Nomad has
511,015,979 common shares issued and outstanding, of which the
Orion Group holds 396,455,965 shares (77.58%) and Yamana Gold holds
66,500,000 shares (13.01%).
Nomad was represented by Fasken Martineau DuMoulin LLP, the
Orion Group was represented by Torys LLP and Yamana Gold was
represented by Cassels Brock &
Blackwell LLP.
Further Information
For additional information about Nomad and the RTO, please refer
to the filing statement dated May 15, 2020 which has been
filed under Nomad's profile on SEDAR at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Notice on Forward-looking Statements
This news release
contains statements that may constitute "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Forward-looking information may include, among others,
statements regarding the future plans, costs, objectives or
performance of the Company and its business, or the assumptions
underlying any of the foregoing. In this news release, words such
as "may", "would", "could", "will", "likely", "believe", "expect",
"anticipate", "intend", "plan", "estimate" and similar words and
the negative form thereof are used to identify forward-looking
statements. Forward-looking statements should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether, or the times at or
by which, such future performance will be achieved. The
forward-looking events and circumstances discussed in this release,
including the expected date on which the common shares of the
Company will commence trading on the TSX, may not occur and could
differ materially as a result of known and unknown risk factors and
uncertainties affecting the Company, including risks regarding
royalty, stream and gold loan assets, risks related to COVID-19,
the ability of the Company's management to manage and to operate
the business of the Company, and the equity markets generally.
Forward-looking information is based on information available at
the time and/or management's good-faith belief with respect to
future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond the control of the Company. These risks,
uncertainties and assumptions include, but are not limited to,
those that will be described in the Company's continuous disclosure
documents to be filed, and which will be available, on SEDAR at
www.sedar.com, and could cause actual events or results to differ
materially from those projected in any forward-looking statements.
The Company does not intend, nor does it undertake any obligation,
to update or revise any forward-looking information contained in
this news release to reflect subsequent information, events or
circumstances or otherwise, except if required by applicable
laws.
SOURCE Nomad Royalty Company Ltd.