Gold Royalty Corp. (" Gold Royalty " or the " Company ") (NYSE American: GROY) is pleased to announce that it has entered into a binding purchase and sale agreement (the " PSA ") with OMF Fund III (Cr) Ltd., an entity managed by Orion Mine Finance Management LP (" Orion ") to acquire a copper stream (the " Stream ") on the Vares Silver Project (" Vares "), operated by a subsidiary of Adriatic Metals plc (" Adriatic ") located in Bosnia and Herzegovina (the " Transaction ").
Under the terms of the PSA, Gold Royalty will pay consideration to Orion of US$50 million to acquire the Stream at closing of the Transaction, consisting of US$45 million payable in cash and US$5 million to be satisfied by the issuance of 2,906,977 Gold Royalty shares.
Transaction Highlights:
David Garofalo, Chairman and CEO of Gold Royalty, commented: "With this acquisition we are adding another high-quality, long-life asset to our portfolio which we expect will meaningfully increase our revenue and cash flow on a per share basis. Vares not only provides significant near-term cash flow, but also provides potential upside through exploration and mine expansion. We welcome Orion as a strategic shareholder and look forward to further enhancing our relationship with a leading private equity firm with an exceptional track record in the global mining sector. Finally, while the Gold Royalty portfolio is still predominantly precious metals focussed, the Company expects to benefit from record copper prices through the additional copper exposure that comes with the Vares Stream."
Overview of the Vares Silver Project
The Vares Silver Project consists of 41 km 2 of concession area, which is centered around the town of Vares. The town is located in the Vares municipality in Bosnia and Herzegovina and is a 50-minute drive from Sarajevo, the capital of Bosnia and Herzegovina. The Vares Operation is one of the largest investments in Bosnia and Herzegovina, bringing significant economic and social benefits to the country. The Stream applies to certain areas of Vares, including the Rupice area of the project. All mineral reserves and resources within the current Vares mine plan are from the Rupice deposit and are subject to the Stream (refer to Table 2 and Table 3 ).
Vares is a polymetallic project with the majority of expected production to be silver and zinc, in addition to smaller components of lead, gold, copper, and antimony. Current development and near-term production are expected from the Rupice underground mine.
The Vares Processing Plant has a nominal capacity of 800,000 tonnes per annum, and applies three-stage crushing, grinding, flotation and filtration to produce two saleable concentrates: silver-lead and zinc concentrates are expected to be transported via rail to the Port of Ploče for shipment to smelters. The silver-lead concentrate contains payable silver, lead, zinc, copper and gold. The zinc concentrate contains payable zinc, silver, and gold. Both the Rupice Mine and Vares Processing Plant have been designed and constructed using the latest technology from the leading manufacturers in the industry, whilst adhering to the highest levels of health and safety.
On January 24, 2024, Adriatic announced its maiden production guidance for 2024, 2025 and 2026 following an updated reserve announcement in December 2023. The guidance is based on successful extension and exploration drilling, mine optimization work and advancing higher grade development at Rupice and Rupice Northwest. Such guidance consisted of the 2024 ramp-up and future life of mine averages:
Table 1 – Adriatic Production Guidance for the Vares Silver Project
| 2024 | 2025 | 2026 | 2027-2040 (average) | |
| Ore Mined (kt) | 240-300 | 750-850 | 800-900 | 800-900 |
| Zinc (%) | 4.5-5.9 | 5.8-7.8 | 6.1-8.1 | 4.6-6.1 |
| Silver (g/t) | 261-348 | 259-345 | 211-281 | 160-214 |
| Lead (%) | 3.2-4.2 | 3.6-4.9 | 3.5-4.7 | 2.9-3.9 |
| Copper (%) | 0.5-0.6 | 0.5-0.7 | 0.5-0.7 | 0.4-0.5 |
| Gold (g/t) | 2.1-2.8 | 2.4-3.2 | 2.1-2.8 | 1.2-1.6 |
Table 2 – Rupice Deposit Mineral Reserves (as announced on December 20, 2023)
Tonnes
(Mt)
Mineral Reserves Notes:
Table 3 – Rupice Deposit Mineral Resource Estimate (as announced on July 27, 2023)
Tonnes
(Mt)
Mineral Resource Estimate Notes:
For further information regarding the Vares Project and the above estimates and guidance, please refer to Adriatic's company announcements dated January 24, 2024, December 20, 2023, July 27, 2023, August 19, 2021, available under its profile at www.sedarplus.ca .
Transaction Funding
The Company expects to fund the acquisition by means of its announced equity offering and borrowings under its revolving credit facility. Gold Royalty has entered into an amendment to its credit agreement with the Bank of Montreal and the National Bank of Canada to expand its existing secured revolving credit facility by US$5 million in connection with the Transaction. As amended, the expanded credit facility will consist of a US$30 million secured revolving credit facility with an accordion feature providing for an additional US$5 million of availability subject to certain conditions. Such amendment is subject to, among other things, closing of the Transaction and the satisfaction of customary conditions.
Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to invest in high-quality, sustainable, and responsible mining operations to build a diversified portfolio of precious metals royalty and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty's diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.
Peter Behncke
Director, Corporate Development & Investor Relations
Telephone: (833) 396-3066
Email: info@goldroyalty.com
Qualified Person
Alastair Still, P.Geo., Director of Technical Services of the Company, is a "qualified person" as such term is defined under Canadian National Instrument 43-101 (" NI 43-101 ") and has reviewed and approved the technical information disclosed in this news release.
Notice to Investors
Except where otherwise stated, the disclosure in this press release relating to the Vares Project has been derived from the disclosures of Adriatic identified herein and other public information disclosed by it. Such information has not been independently verified by the Company. Specifically, Gold Royalty has limited, if any, access to the property subject to the royalty. Although Gold Royalty does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate.
Unless otherwise indicated, the technical and scientific disclosure contained or referenced in this news release, including any references to mineral resources or mineral reserves, was prepared by the Adriatic under the 2012 Edition of the Australasian Code for Reporting of Exploration Results, which differs from the requirements under NI 43-101 and those of the U.S. Securities and Exchange Commission, including under subpart 1300 of Regulation S-K under the Securities Exchange Act of 1934 ("SK 1300"). Accordingly, the scientific and technical information contained or referenced in this news release may not be comparable to similar information prepared by entities under NI 43-101 or SK 1300.
In addition, the disclosure herein includes information regarding resource and reserve estimates and other exploration information prepared and disclosed by Adriatic, which has been included by the Company pursuant to Item 1304 of SK1300 as such information was prepared and disclosed by Adriatic prior to the Company's acquisition of an interest in Vareš. The Company is not treating such information as a current estimate of mineral resources or mineral reserves under SK1300 and notes that a qualified person of the Company has not done sufficient work to classify the estimate as such under SK1300.
Forward-Looking Statements
Certain of the information contained in this news release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (collectively, "forward-looking statements"), including but not limited to statements regarding the Company's expected acquisition of the Stream and the anticipated benefits of the Transaction, the disclosed expectations, plans, strategies and expectations disclosed by the operator of the Vares Project, including its production guidance and expected production milestones for the project, the proposed amendments to the Company's revolving credit facility and the completion of the announced equity offering. Such statements can be generally identified by the use of terms such as "may", "will", "expect", "intend", "believe", "plans", "anticipate" or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including that the conditions to the Offering and the SPA will be satisfied in a timely manner, the amendments to the Company's revolving credit facility will be completed as expected, the announced equity offering of the Company will be completed as contemplated and that the operator of the Vares Project will achieve its disclosed expected timelines and milestones at the project, future growth and acquisitions and the parties' ability to identify and complete investment opportunities. Forward-looking statements are subject to a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements including, among others, including the possibility that the Transaction does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, possibility that the announced equity offering does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, or at all, any inability to amend the Company's revolving credit facility as expected, volatility in the price of gold or copper, risks related to the operator of the Vares Project, including operational risks associated with mine development and operation, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties of such project, the influence of macroeconomic developments and other factors set forth in the Company's Annual Report on Form 20-F for the year ended December 31, 2023 and its other publicly filed documents under its profiles at www.sedarplus.ca and www.sec.gov. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
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Gold Royalty Corp. (" Gold Royalty " or the " Company ") (NYSE American: GROY) is pleased to announce that it has completed its previously announced acquisition of a copper stream (the " Stream ") on the Vares Silver Project (" Vares "), operated by a subsidiary of Adriatic Metals plc and located in Bosnia and Herzegovina (the " Transaction ").
David Garofalo , Chairman and CEO of Gold Royalty, commented: "Closing this Transaction further solidifies our outlook for strong free cash flow growth in 2024 and beyond. We believe Vares is an exceptional asset that supplements our robust portfolio of royalties on long-life and low-cost projects in top-tier mining jurisdictions. We look forward as our operating partners deliver at the assets underlying our interests and our revenue growth potential is crystalized."
Pursuant to the Transaction, the Company acquired the Stream from OMF Fund III (Cr) Ltd. (" OMF "), an entity managed by Orion Mine Finance Management LP, in consideration for US$50 million , satisfied at closing by paying US$45 million in cash and issuing 2,906,977 common shares of the Company to OMF at closing.
In connection with the Transaction, the Company completed its previously announced amendment to its credit agreement with the Bank of Montreal and the National Bank of Canada , which expanded its existing secured revolving credit facility by US$5 million . The facility now consists of a US$30 million secured revolving credit facility with an accordion feature providing for an additional US$5 million of availability subject to certain conditions.
Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to invest in high-quality, sustainable, and responsible mining operations to build a diversified portfolio of precious metals royalty and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty's diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.
Forward-Looking Statements
Certain of the information contained in this news release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (collectively, "forward-looking statements"), including but not limited to statements regarding the Company's the anticipated benefits of the Transaction, the Company's expectations regarding future cash flows and the disclosed expected activities, milestones and projections of the operators of the properties underlying the Company's interests . Such statements can be generally identified by the use of terms such as "may", "will", "expect", "intend", "believe", "plans", "anticipate" or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including that the operators of the properties underlying the Company's interests will achieve their disclosed expected timelines and milestones. Forward-looking statements are subject to a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements including, among others, any inability of the operators of the properties underlying the Company's interests to execute proposed plans for such properties or to achieved planned development and production estimates and goals, risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operations at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties on any such projects, the influence of macroeconomic developments, commodities price volatility and other factors set forth in the Company's Annual Report on Form 20-F for the year ended December 31, 2023 and its other publicly filed documents under its profiles at www.sedarplus.ca and www.sec.gov . . Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
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Gold Royalty Corp. (" Gold Royalty " or the " Company ") (NYSE American: GROY) is pleased to provide updated guidance for 2024 based upon the expected completion of Gold Royalty's acquisition (the " Acquisition ") of a copper stream in respect of the Vares Silver Project, located in Bosnia and Herzegovina and operated by a subsidiary of Adriatic Metals plc (the " Vares Stream "), as previously announced on May 28, 2024 .
Upon completion of the Acquisition, the Company forecasts between approximately 6,500 and 7,000 Gold Equivalent Ounces (" GEOs ") in 2024 which equates to between approximately $13.0 million to $14.0 million in Total Revenue, Land Agreement Proceeds and Interest at a gold price of $2,000 per ounce. This represents a midpoint increase in forecasted 2024 Total Revenue, Land Agreement Proceeds, and Interest of approximately 27% from the prior outlook announced by the Company on March 28, 2024 and a 160% increase relative to 2023.
Total Revenue, Land Agreement Proceeds, and Interest and GEOs are each a non-IFRS financial measure. See "Non-IFRS Measures".
The foregoing forecasts are based upon the production guidance published to date by the operators of the properties underlying the Company's existing royalties and the Vares Stream and an assumed gold price of US$2,000 per ounce and copper price of US$4.25 per pound.
The updated 2024 outlook is based on public forecasts, expected development timelines and other disclosure by the owners and operators of the properties underlying our interests and the Vares Stream and our assessment thereof. In preparing the above outlook, the Company also assumed, among other things, that the operators of the projects underlying royalties and the Vares Stream will meet expected production milestones and forecasts, and that operators of optioned properties will elect to make all expected option and similar payments, for the applicable period.
David Garofalo , Chairman and CEO of Gold Royalty, commented: "We believe that the addition of the Vares Stream is transformational for Gold Royalty's near-term cash flow per share profile, while adding another high-quality long-life asset to our portfolio. Our updated 2024 Total Revenue, Land Agreement Proceeds and Interest forecast includes only a partial year of production from Vares with commercial production currently expected in the fourth quarter. Looking ahead, we expect our high-quality portfolio of royalties on large-scale, long-life mines including Canadian Malartic, Côté, Ren, Borborema, Cozamin and now Vares to contribute to our peer-leading cash flow growth profile thought the end of this decade and beyond."
Vares Copper Stream Acquisition Investor WebcastAn investor webcast will be held on Tuesday, June 4, 2024 starting at 8:00 am ET ( 5:00 am PT ) to discuss the recent Vares Copper Stream acquisition. Management will be providing an overview of the investment and its accretive impact on the Company's outlook. The presentation will be followed by a question-and-answer session where participants will be able to ask any questions they may have of management.
A replay of the event will be available on the Gold Royalty website following the presentation.
About Gold Royalty Corp.Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to invest in high-quality, sustainable, and responsible mining operations to build a diversified portfolio of precious metals royalty and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty's diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.
Non-IFRS MeasuresWe have included, in this news release, certain performance measures that do not have standardized meanings prescribed under International Financial Reporting Standards (" IFRS "), including: (i) Total Revenue, Land Agreement Proceeds and Interest, which is determined by determined by adding land agreement proceeds credited against mineral properties and interest received on the Company's gold-linked loan; and (ii) GEOs, which are determined by dividing revenue by the average gold price for the applicable period. Each of these are non-IFRS measures. The presentation of such non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The Company presents such measures as it believes that certain investors use this information to evaluate the Company's performance in comparison to other royalty companies in the precious metals mining industry. Readers are advised that other companies may calculate such measures differently. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For additional information, including a numerical reconciliation of such non-IFRS measures, readers should refer to the section titled "Non-IFRS Measures" in Item 5 of the Company's Annual Report on Form 20-F for the year ended December 31, 2023 , which is incorporated by reference herein and available under the Company's profile at www.sedar.com ..
Forward-Looking StatementsCertain of the information contained in this news release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (collectively, "forward-looking statements"), including but not limited to statements regarding the Company's proposed completion of the Acquisition, the Company's 2024 outlook, including estimated Total Revenue, Land Agreement Proceeds and Interest and GEOs for 2024, the expectations of the operators of the projects underlying our royalty interests and the Vares Stream, including their announced expected production timelines, milestones and schedules. Such statements can be generally identified by the use of terms such as "may", "will", "expect", "intend", "believe", "plans", "anticipate" or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including that the conditions to the proposed Acquisition will be satisfied in a timely manner, assumptions regarding commodities prices, and that the operators of the properties underlying the Company's existing royalty interests and the Vares Stream will meet their disclosed production estimates, milestones and development goals. Forward-looking statements are subject to a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements including, among others, including the possibility that the proposed Acquisition not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, any inability to any inability of the operators of the properties underlying the Company's royalty interests to execute proposed plans for such properties or to achieved planned development and production estimates and goals, risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operations at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties on any such projects, the influence of macroeconomic developments, commodities price volatility and other factors set forth in the Company's Annual Report on Form 20-F for the year ended December 31, 2023 and its other publicly filed documents under its profiles at www.sedarplus.ca and www.sec.gov . Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
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Gold Royalty Corp. (" Gold Royalty " or the " Company ") (NYSE American: GROY) is pleased to announce the closing of its previously announced public offering (the " Offering ") of units of the Company (the " Units "). Pursuant to the Offering, the Company issued, on a bought deal basis, 20,058,300 Units, including 2,616,300 Units pursuant to the full exercise of the over-allotment option, at a price of US$1.72 per Unit for aggregate gross proceeds of US$34,500,276 .
The Offering was completed pursuant to an underwriting agreement dated May 28, 2024 , between the Company and a syndicate of underwriters led by National Bank Financial Inc. and BMO Capital Markets Corp. as joint bookrunners, and including H.C. Wainwright & Co., LLC, Haywood Securities Inc., Raymond James Ltd. and Scotia Capital Inc.
Each Unit consists of one common share of the Company (each, a " Common Share ") and one common share purchase warrant (each, a " Warrant "). Each Warrant is exercisable to acquire one Common Share of the Company for a period of thirty-six months after closing at an exercise price of US$2.25 . The Common Shares issued pursuant to the Offering have been listed on the NYSE American. The Company has applied to list the Warrants on the NYSE American under the symbol "GROY.WS" following closing of the Offering. Listing will be subject to fulfilling all listing requirements of the NYSE American. As a result, the Warrants are not yet tradeable over the facilities of the NYSE American.
As announced on May 28, 2024 , the Company intends to use the net proceeds of the Offering to fund a portion of the consideration for its proposed acquisition (the " Acquisition ") of a copper stream in respect of the Vares Silver Project, operated by a subsidiary of Adriatic Metals plc and located in Bosnia and Herzegovina pursuant to a purchase and sale agreement between the Company and OMF Fund III (Cr) Ltd., an entity managed by Orion Mine Finance Management LP.
The Offering was made in each of the provinces and territories of Canada , other than Quebec and Nunavut , by way of a prospectus supplement to the Company's Canadian short form base shelf prospectus dated July 15, 2022 . The Company also filed with the U.S. Securities and Exchange Commission (the " SEC ") a registration statement on Form F-3 (File No. 333-265581), containing a shelf prospectus dated July 6, 2022 , which was declared effective by the SEC on July 15, 2022 . A prospectus supplement and accompanying shelf prospectus (forming part of the registration statement) relating to the Offering was filed with the SEC. These documents may be accessed for free on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca and on the SEC's Electronic Data Gathering, Analysis and Retrieval system ("EDGAR") at www.sec.gov . An electronic or paper copy of the shelf prospectus, the prospectus supplement as well as any amendment to the documents may be obtained in Canada , without charge, from National Bank Financial Inc. by phone at (416) 869-6534 or by email at NBF-Syndication@bnc.ca or from BMO Nesbitt Burns Inc. by phone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca and in the United States by contacting National Bank of Canada Financial Inc. by phone at (416) 869-6534 or by email at NBF-Syndication@bnc.ca or BMO Capital Markets Corp. by phone at 800-414-3627 or by email at bmoprospectus@bmo.com , by providing the contact with an email address or address, as applicable. The Offering was also made on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
Related Party DisclosureCertain directors and officers of the Company purchased an aggregate of 796,514 Units pursuant to the Offering (the " Insider Participation "). Participation by the Insiders in the Offering was considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders' participation in the Offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of the Company's market capitalization. The Company did not file a material change report relating to the Insider Participation more than 21 days before the expected closing date of the Offering as the Company was not aware of the level of insider participation in the Offering at such time.
About Gold Royalty Corp.Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to invest in high-quality, sustainable, and responsible mining operations to build a diversified portfolio of precious metals royalty and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty's diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.
Forward-Looking StatementsCertain of the information contained in this news release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (collectively, "forward-looking statements"), including but not limited to statements regarding the Company's proposed Acquisition, the intended use of net proceeds from the Offering and the listing of the Warrants on the NYSE American. Such statements can be generally identified by the use of terms such as "may", "will", "expect", "intend", "believe", "plans", "anticipate" or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including that the conditions to the proposed Acquisition will be satisfied in a timely manner or that the Company will receive necessary approvals to list the Warrants on the NYSE American. Forward-looking statements are subject to a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements including, among others, including the possibility that the proposed Acquisition not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, and other factors set forth in the Company's Annual Report on Form 20-F for the year ended December 31, 2023 and its other publicly filed documents under its profiles at www.sedarplus.ca and www.sec.gov . Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
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BASE SHELF PROSPECTUS AND PRELIMINARY PROSPECTUS SUPPLEMENT ACCESSIBLE AND FINAL PROSPECTUS SUPPLEMENT TO BE ACCESSIBLE WITHIN TWO BUSINESS DAYS ON SEDAR+
Gold Royalty Corp. (" Gold Royalty " or the " Company ") (NYSE American: GROY) is pleased to announce that it has entered into an agreement with National Bank Financial Inc. and BMO Capital Markets Corp., as joint book-runners, on behalf of a syndicate of underwriters (collectively, the " Underwriters "), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 17,442,000 units of the Company (the " Units ") at a price of US$1.72 per Unit (the " Offering Price "), for aggregate gross proceeds of approximately US$30 million (the " Offering ").
Each Unit will consist of one common share of the Company (each a " Common Share ") and one common share purchase warrant (each a " Warrant "). Each Warrant will be exercisable to acquire one Common Share of the Company for a period of thirty-six months at an exercise price of US$2.25. Subject to receipt of the necessary approvals, the Common Shares as well as the Common Shares issuable upon exercise of the Warrants will be listed on the NYSE American. The Company has agreed to use commercially reasonable efforts to list the Warrants on the NYSE American following closing of the Offering.
The Company has granted the Underwriters an over-allotment option, exercisable in whole or in part at any time at the Offering Price up to 30 days after closing of the Offering, to purchase up to an additional 15% of the number of Units issued pursuant to the Offering, for additional gross proceeds to the Company of up to approximately US$4.5 million, to acquire Units, Common Shares and/or Warrants (or any combination thereof).
The Company intends to use the net proceeds of the Offering to fund a portion of the consideration for its acquisition (the " Acquisition ") of a copper stream (the " Stream ") in respect of the Vares Silver Project, operated by a subsidiary of Adriatic Metals plc and located in Bosnia and Herzegovina pursuant to a purchase and sale agreement (the " PSA ") between the Company and OMF Fund III (Cr) Ltd., an entity managed by Orion Mine Finance Management LP (" Orion "). Under the terms of the PSA, Gold Royalty will pay US$50 million to acquire the Stream from Orion at the closing of the Acquisition, comprised of US$45 million payable in cash and US$5 million to be satisfied by the issuance of 2,906,977 Gold Royalty shares.
Closing of the Offering is expected to occur on or about May 31, 2024 (the " Closing Date "), subject to customary closing conditions, including the receipt of all necessary approvals of the NYSE American in accordance with its applicable listing requirements. The closing of the Offering is not conditional upon the completion of the Acquisition. In the event that the Acquisition is not completed, the Company may reallocate the net proceeds from the Offering for general corporate purposes, including to fund other acquisitions or repay outstanding indebtedness.
The Offering will be made in each of the provinces and territories of Canada, other than Quebec and Nunavut, by way of a prospectus supplement to the Company's Canadian short form base shelf prospectus dated July 15, 2022. The Company has also filed with the U.S. Securities and Exchange Commission (the " SEC ") a registration statement on Form F-3 (File No. 333-265581), containing a shelf prospectus dated July 6, 2022, which was declared effective by the SEC on July 15, 2022. The securities in the Offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to, and describing the terms of, the Offering has been filed with the SEC. The Offering may also be made on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions. Before investing, prospective investors should read the Canadian base shelf prospectus and the prospectus supplement thereto, or the registration statement, including the U.S. base prospectus therein, and the prospectus supplement thereto, as applicable, including, in each case, the documents attached thereto or incorporated by reference therein, for more complete information about the Company and the Offering.
These documents may be accessed for free on the System for Electronic Document Analysis and Retrieval (" SEDAR+ ") at www.sedarplus.ca and on the SEC's Electronic Data Gathering, Analysis and Retrieval system (" EDGAR ") at www.sec.gov . An electronic or paper copy of the base shelf prospectus, the preliminary prospectus supplement and the final prospectus supplement (when filed) as well as any amendment to the documents may be obtained in Canada, without charge, from National Bank Financial Inc. by phone at (416) 869-6534 or by email at NBF-Syndication@bnc.ca or from BMO Nesbitt Burns Inc. by phone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca and in the United States by contacting National Bank of Canada Financial Inc. by phone at (416) 869-6534 or by email at NBF-Syndication@bnc.ca or BMO Capital Markets Corp. by phone at 800-414-3627 or by email at bmoprospectus@bmo.com , by providing the contact with an email address or address, as applicable.
It is expected that delivery of the Units will be made against payment therefor on or about the Closing Date, which will be three business days following the date of the prospectus supplement (this settlement cycle being referred to as "T+3"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are generally required to settle in one business day (this settlement cycle being referred to as "T+1"), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Common Shares, Warrants or Common Shares underlying the Warrants issuable upon exercise thereof prior to the Closing Date will be required, by virtue of the fact that the Units will not settle in T+1, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Units who wish to trade their Common Shares, Warrants or Common Shares underlying the Warrants issuable upon exercise thereof prior to the Closing Date should consult their own advisors. Furthermore, the Company has agreed to use commercially reasonable efforts to list the Warrants on the NYSE American. Listing will be subject to fulfilling all listing requirements of the NYSE American. As a result, the Warrants will not be immediately tradeable over the facilities of the NYSE American on the Closing Date.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to invest in high-quality, sustainable, and responsible mining operations to build a diversified portfolio of precious metals royalty and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty's diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.
Peter Behncke
Director, Corporate Development & Investor Relations
Telephone: (833) 396-3066
Email: info@goldroyalty.com
Forward-Looking Statements:
Certain of the information contained in this news release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws (collectively, "forward-looking statements"), including but not limited to statements regarding the Company's acquisition of the Stream, the size and timing of the Offering, the completion of the Offering, the satisfaction of customary closing conditions related to the Offering, the use of proceeds of the Offering, and the listing of the Common Shares and Warrants on the NYSE American. Such statements can be generally identified by the use of terms such as "may", "will", "expect", "intend", "believe", "plans", "anticipate" or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including that the conditions to the Offering and the Acquisition will be satisfied, and all requisite regulatory approvals for the Offering will be obtained, in a timely manner. Forward-looking statements are subject to a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements including, among others, the possibility that the Offering does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, or at all, the possibility that the Acquisition does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, or at all, and other factors set forth in the Company's Annual Report on Form 20-F for the year ended December 31, 2023, its registration statement, prospectuses and prospectus supplements relating to the Offering and its other publicly filed documents, available under its profiles at www.sedarplus.ca and www.sec.gov. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, prospectuses and prospectus supplement, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
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