Mr. Vincent Metcalfe reports
NOMAD ROYALTY COMPANY LTD. COMPLETES VEND-IN TRANSACTIONS AND REVERSE TAKE-OVER
Nomad Royalty Company Ltd. (formerly Guerrero Ventures Inc.) has completed its reverse takeover (RTO) composed of two related vend-in transactions, as well as a concurrent private placement of subscription receipts in an amount of $13.3-million.
As previously announced, Nomad has received conditional approval from the Toronto Stock Exchange 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," added Mr. Metcalfe.
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 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 company satisfied the purchase price payable to the Orion group by issuing 396,455,965 common shares at a price of 90 cents per share and satisfied 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 $10-million (U.S.) in cash, with a further $10-million (U.S.) deferred pursuant to a deferred payment agreement between the company and Yamana Gold. The deferred payment of $10-million (U.S.) has a two-year term (subject to an early redemption feature) and bears interest at an annual rate of 3 per cent. The principal amount of the deferred payment and interest thereon are convertible, at any time, at the option of Yamana Gold into common shares of the company at a price of 90 cents 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 $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. A portion of the proceeds from the financing were used to finance 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 per cent) and Yamana Gold holds 66.5 million shares (13.01 per cent).
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.
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.
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