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Nomad Royalty Company Ltd
Symbol NSR
Shares Issued 564,520,579
Close 2020-12-11 C$ 1.05
Recent Sedar Documents

Nomad Royalty closes secondary offering by Yamana

2020-12-11 10:14 ET - News Release

Mr. Vincent Metcalfe reports

NOMAD ANNOUNCES CLOSING OF SECONDARY OFFERING OF COMMON SHARES BY YAMANA

Nomad Royalty Company Ltd. has closed the secondary offering by Yamana Gold Inc. of 22.75 million common shares of Nomad at a price of $1.10 per Nomad share for total gross proceeds of $25,025,000 to the selling shareholder. Nomad will not receive any proceeds from the offering.

Cormark Securities Inc. and Scotia Capital Inc. acted as co-lead underwriters and joint bookrunners for the offering, together with a syndicate of underwriters, including BMO Nesbitt Burns Inc., CIBC World Markets Inc., Haywood Securities Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Industrial Alliance Securities Inc., PI Financial Corp., Raymond James Ltd., Stifel GMP and Velocity Trade Capital Ltd.

"Through this transaction, we have been able to attract a significant amount of new retail and institutional investors to Nomad. We are now well positioned to work on further enhancing trading liquidity and valuations over time as we keep building Nomad," said Vincent Metcalfe, chief executive officer of Nomad.

Early warning disclosure

Prior to the closing of the offering, Yamana held 66.5 million Nomad shares and is deemed to have held an additional 14,148,889 Nomad shares under the Nomad convertible (defined as follows), representing approximately 11.78 per cent of the issued and outstanding Nomad shares on a non-diluted basis and approximately 13.94 per cent of the issued and outstanding Nomad shares on a partially diluted basis (assuming conversion of the Nomad convertible).

Following the closing of the offering, Yamana holds 43.75 million Nomad shares and is deemed to hold the additional 14,148,889 Nomad shares under the Nomad convertible, representing approximately 7.75 per cent of the issued and outstanding Nomad shares on a non-diluted basis and approximately 10.01 per cent of the issued and outstanding Nomad shares on a partially diluted basis (assuming conversion of the Nomad convertible).

Yamana is party to a $10-million (U.S.) convertible debt instrument with Nomad in connection with a deferred payment owing to Yamana by Nomad, which is payable in cash and is convertible at any time, in whole or in part into Nomad shares at the election of Yamana, on or before maturity on May 27, 2022, subject to a right of prepayment in cash by Nomad at 105 per cent of the deferred payment at the end of May, 2021, into an aggregate of 14,148,889 Nomad shares (based on the daily exchange rate of the Bank of Canada of 1.2734 as of Dec. 10, 2020, and the price of 90 cents per Nomad share), subject to adjustment in certain circumstances. Yamana is entitled to receive interest on the Nomad convertible at a rate of 3 per cent per annum, payable quarterly, which may be paid in either cash or through the issuance of Nomad shares at the election of Nomad.

The disposition of the Nomad shares under the offering was made for investment purposes. Yamana currently has no plans or intentions to acquire or dispose of any additional Nomad shares. However, depending on market conditions, general economic and industry conditions, trading prices of Nomad's securities, Nomad's business, financial condition and prospects, and/or other relevant factors, Yamana may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities, or may continue to hold the Nomad shares, the Nomad convertible or other securities of Nomad.

Yamana will file an early warning report under National Instrument 62-103 in connection with the offering. A copy of the early warning report filed by Yamana will be available under Nomad's profile on SEDAR or by contacting Sofia Tsakos, senior vice-president, general counsel and corporate secretary at 416-815-0220. Yamana's head office is located at Royal Bank Plaza, North Tower, 200 Bay St., Suite 2200, Toronto, Ont., M5J 2J3.

About Nomad Royalty Company Ltd.

Nomad is a gold and silver royalty company that purchases rights to a percentage of the gold or silver produced from a mine for the life of the mine. Nomad owns a portfolio of 13 royalty, stream and gold loan assets, of which six are on currently producing mines. Nomad plans to grow and diversify its low-cost production profile through the acquisition of additional producing and near-term producing gold and silver streams and royalties.

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