TORONTO, May 27, 2020 /CNW/ - Orion Mine Finance announced today that Nomad Royalty Company Ltd. ("Nomad") has closed its previously announced reverse take-over transaction (the "RTO"). The RTO involved the acquisition by Nomad (currently a company listed on the TSX Venture Exchange) of a portfolio of stream and gold loan assets from Orion Mine Finance pursuant to an acquisition agreement entered into on February 23, 2020 (the "Acquisition Agreement") among Nomad, Orion Mine Finance Fund II LP ("Fund II"), a limited partnership managed by Orion Mine Finance Management II Limited ("Orion Mine Finance II"), Orion Mine Finance Fund III LP ("Fund III"), a limited partnership managed by Orion Mine Finance Management III LLC ("Orion Mine Finance III"), and OMF Fund II (Li) LP, a limited partnership managed by Orion Mine Finance II, for total consideration of approximately US$268 million in exchange for 396,455,965 common shares of Nomad ("Common Shares") at a price of C$0.90 per Common Share (the "Orion Transaction"). Fund II, Fund III, Orion Mine Finance II and Orion Mine Finance III are collectively referred to in this press release as "Orion".
On February 23, 2020, Nomad also entered into a royalty and contingent payment purchase agreement with Yamana Gold Inc. ("Yamana") and an affiliate of Yamana (collectively, the "Yamana Group") whereby the Yamana Group agreed to sell a portfolio of royalties and a contingent payment on the commencement of commercial production of one project to Nomad for total consideration of approximately US$65 million in exchange for 66,500,000 Common Shares at a price of C$0.90 per Common Share and the payment of US$20 million in cash, with a portion of this cash payment being made through a deferred payment agreement between Nomad and Yamana (the "Yamana Transaction"). The Orion Transaction and Yamana Transaction both closed today (the "Closing"), concurrently with the closing of the RTO.
In connection with the RTO and the Orion Transaction and Yamana Transaction, Nomad applied to have the Common Shares listed on the Toronto Stock Exchange ("TSX") and has received conditional listing approval from the TSX. Trading of the Common Shares on the TSX is expected to commence on May 29, 2020. In addition, Nomad changed its name from Guerrero Ventures Inc. to Nomad Royalty Company Ltd. shortly prior to the completion of the RTO.
Further information in respect of the RTO, the Orion Transaction and the Yamana Transaction is contained in Nomad's press releases dated February 23, 2020, May 15, 2020 and May 27, 2020, copies of which can be found under the SEDAR profile of Nomad at www.sedar.com.
Immediately prior to the Closing, Orion did not own any securities of Nomad. Immediately following the Closing, Orion owned 396,455,965 Common Shares (Fund II was issued 327,717,520 Common Shares and Fund III was issued 68,738,445 Common Shares), representing approximately 77.58% of the issued and outstanding Common Shares (based on there being 511,015,979 Common Shares issued and outstanding). The total value of the Common Shares received by Orion was C$356,810,368.50, with each Common Share being issued at a price of C$0.90.1
Orion is holding the Common Shares for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Nomad, disposing of securities of Nomad, or any of the other actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, Orion's view of Nomad's prospects and other factors Orion considers relevant, Orion may acquire additional securities of Nomad from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of Nomad, subject to lockup restrictions with Nomad in effect for 12-months following the date hereof.
This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of Nomad at www.sedar.com.
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to when the Common Shares will commence trading on the TSX and Orion's future intentions regarding the securities of Nomad. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Orion is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
1 The exchange rate used by the parties under the Acquisition Agreement to convert Canadian dollars to U.S. dollars was US$1.00 = C$1.33.
SOURCE Orion Mine Finance Management II Limited
For further information: To obtain a copy of the early warning report, you may also contact Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP at 212-596-3497. Orion Mine Finance II's address is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11, Bermuda. Orion Mine Finance III's address is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808. Nomad's head office is located at 1275 Av. des Canadiens-de-Montréal, Suite 500, Montreal, Québec, H3B 0G4.