The TSX Venture Exchange has accepted for filing Nomad Royalty Company Ltd.'s (formerly Guerrero Ventures Inc.) reverse takeover (RTO), as described in its filing statement dated May 15, 2020.
The RTO consists of the arm's-length acquisition by Guerrero of two portfolios of royalties, streams and gold loan assets for an aggregate deemed consideration of $333-million (U.S.), pursuant to the following agreements:
- The acquisition agreement dated Feb. 23, 2020, entered into among Guerrero and the Orion group (as defined in the above-mentioned filing statement), in connection with the acquisition of a portfolio of assets by Guerrero from the Orion group in exchange for the issuance of an aggregate of 396,455,965 common shares at a deemed price of 90 Canadian cents per common share;
- The royalty and contingent payment purchase agreement dated Feb. 23, 2020, entered into among Guerrero, Yamana Gold Inc. and Serra Da Borda Mineracao E Metalurgia S.A., an affiliate of Yamana, in connection with the purchase of a portfolio of assets by Guerrero from the Yamana group in exchange for: (i) the issuance of an aggregate of 66.5 million common shares at a deemed price of 90 Canadian cents per common share; and (ii) a cash payment in the amount of $20-million (U.S.), a maximum of $10-million (U.S.) of which may be deferred pursuant to a deferred payment agreement. Pursuant to the deferred payment agreement, the company has the option to pay half ($10-million (U.S.)) of the cash consideration through a deferred payment that will have all a term of two years and an annual interest rate of 3 per cent, convertible at 90 Canadian cents per share.
Pursuant to a resolution passed by shareholders of the company at the annual and special meeting of shareholders held on April 14, 2020, the name of the company has been changed from Guerrero Ventures to Nomad Royalty There is no consolidation of capital.
Guerrero completed a brokered private placement offering of subscription receipts for total gross proceeds of $13.3-million. The subscription receipts issued under the private placement were issued at a price of 90 Canadian cents per subscription receipt and will be exchanged upon closing of the RTO into 14,777,778 common shares of Nomad Royalty.
The TSX Venture Exchange has been advised that the company's common shares will be listed and will commence trading on the Toronto Stock Exchange at the market opening on Friday, May 29, 2020, under the name Nomad Royalty Company, with the symbol NSR, in anticipation of the closing of the RTO.
As a result of this graduation, there will be no further trading under the symbol GV on the TSX Venture Exchange after Thursday, May 28, 2020, and the company's common shares will be delisted from the TSX Venture Exchange at the commencement of trading on the Toronto Stock Exchange.
Please refer to the original listing bulletin issued by the Toronto Stock Exchange, dated May 27, 2020, for further information on the listing and the filing statement dated May 15, 2020, which is available on SEDAR, for details of the RTO.
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