Mr. Vincent Metcalfe reports
GUERRERO VENTURES RECEIVES CONDITIONAL APPROVAL FOR REVERSE TAKE-OVER AND VEND-IN TRANSACTIONS
Guerrero Ventures Inc. has received conditional approval from the TSX Venture Exchange pursuant to Policy 5.2 (Changes of Business and Reverse Takeovers) for Guerrero's proposed reverse takeover (RTO) and two related vend-in transactions, which are expected to close in the coming weeks. Prior to the closing of the RTO and vend-in transactions, Guerrero intends to change its corporate name to Nomad Royalty Company Ltd.
As previously announced, the RTO will involve the acquisition by Guerrero 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 for total consideration of $268-million (U.S.), 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. and one of its affiliates for total consideration of $65-million (U.S.). The terms of the two vend-in transactions are set out in definitive purchase agreements dated Feb. 23, 2020, between the company and the Orion group and the Yamana group, respectively. The company will satisfy the purchase price payable to the Orion group by issuing 396,455,965 common shares at a price of 90 cents per share, and will satisfy the purchase price payable to the Yamana group by issuing 66.5 million common shares at a price of 90 cents per share and by paying $20-million (U.S.) in cash, a maximum of $10-million (U.S.) of which may be deferred pursuant to a deferred payment agreement to be entered into between the company and Yamana at the closing of the vend-in transactions. The maximum deferred payment of $10-million (U.S.) will have a two-year term (subject to an early redemption feature) and bear interest at an annual rate of 3 per cent. The principal amount and interest thereon will be convertible at the option of Yamana into common shares of the company at a price of 90 cents per share.
Guerrero has applied for listing on the Toronto Stock Exchange, effective upon the completion of the vend-in transactions. Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved Guerrero's listing application, and there is no assurance that the TSX will approve the listing application. Conditional listing approval from the TSX is a condition for the closing of the vend-in transactions.
In connection with the RTO and pursuant to TSX Venture Exchange requirements, Guerrero has filed a filing statement dated May 15, 2020, under its profile on SEDAR.
Investors are cautioned that except as disclosed in the company's public filings, any information released or received with respect to the RTO may not be accurate or complete, and should not be relied upon.
We seek Safe Harbor.
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