/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, Nov. 23, 2020 /CNW/ - Elemental Royalties Corp.
("Elemental" or "the Company") (TSXV: ELE) (OTCQX:
ELEMF), a gold-focused royalty company providing investors with
exposure to a growing portfolio of royalties, is pleased to
announce that it has entered into a revised letter agreement with
Canaccord Genuity, on behalf of a syndicate of underwriters (the
"Underwriters"), pursuant to which the Underwriters have agreed
upsize the previously announced private placement. Under the
revised terms, the Underwriters have agreed to purchase 10,000,000
subscription receipts ("Subscription Receipts") at a price of
C$1.50 per Subscription Receipt (the
"Issue Price") for aggregate gross proceeds of C$15 million (up from $12
million previously announced), on a bought deal private
placement basis (the "Offering"). In addition, the Underwriters
shall have the option (the "Underwriters' Option"), exercisable
until the closing of the Offering, to sell up to an additional
1,500,000 Subscription Receipts at the Issue Price for additional
gross proceeds to the Company of up to C$2.25 million.
Each Subscription Receipt will entitle the holder thereof to
receive one common share (a "Common Share") of Elemental,
without any further action on the part of the holder and without
payment of additional consideration, upon satisfaction of the
escrow release conditions including the satisfaction of all
conditions precedent to completing the gold royalty acquisition
announced earlier today with South32 Limited (the "Acquisition").
The aggregate gross proceeds of the Offering, less 50% of the
Underwriters commission and certain expenses of the Offering, will
be held in escrow pending closing of the Acquisition.
In the event that the Acquisition is not completed within four
months of the closing of the Offering, the escrow agent shall
return to the holders of the Subscription Receipts an amount equal
to the aggregate purchase price paid for the Subscription Receipts
held by each holder.
The net proceeds of the Offering will be used to fund part of
the cash portion of the consideration payable in connection with
the Acquisition.
The Subscription Receipt offering is expected to close on or
about December 15, 2020 and is
subject to customary regulatory and stock exchange approvals,
including approval of the TSX-V.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
On behalf of Elemental Royalties Corp.
Frederick Bell
CEO and
Director
For further information about Elemental Royalties Corp. or this
news release, please visit our website at
www.elementalroyalties.com or by email at
info@elementalroyalties.com.
Elemental Royalties Corp. is a proud member of Discovery
Group.
Neither the TSX-V nor its Regulation Service Provider (as
that term is defined in the policies of the TSX-V.) accepts
responsibility for the adequacy or accuracy of this press
release.
About Elemental Royalties
Elemental Royalties is a gold-focused royalty company listed on
the TSX-V in Canada and provides
investors with lower risk precious metals exposure through a
portfolio of nine high-quality royalties. This enables
investors to benefit from ongoing royalty revenue, future
exploration upside and low operating costs. Elemental's experienced
team seeks to secure royalties in advanced precious metals
projects, run by established operators, from its pipeline of
identified opportunities.
Cautionary note regarding forward-looking statements
This release contains certain "forward looking statements" and
certain "forward-looking information" as defined under
applicable Canadian. securities laws. Forward-looking
statements and information can generally be identified by the use
of forward-looking terminology such as "may", "will", "should",
"expect", "intend", "estimate", "anticipate", "believe",
"continue", "plans" or similar terminology.
Forward-looking statements and information include, but are not
limited to, statements with respect to the transactions
contemplated under the Acquisition, the closing of the Offering,
the use of proceeds of the Offering, and proposed future
transactions Elemental may undertake and their expected timing.
Forward-looking statements and information are based on forecasts
of future results, estimates of amounts not yet determinable and
assumptions that, while believed by management to be reasonable,
are inherently subject to significant business, economic and
competitive uncertainties and contingencies. Forward-looking
statements and information are subject to various known and unknown
risks and uncertainties, many of which are beyond the ability of
Elemental to control or predict, that may cause Elemental's actual
results, performance or achievements to be materially different
from those expressed or implied thereby, and are developed based on
assumptions about such risks, uncertainties and other factors set
out herein, including but not limited to: the requirement for
regulatory approvals and third party consents, the impact of
general business and economic conditions, the absence of control
over the mining operations from which Elemental will receive
royalties, including risks related to international operations,
government relations and environmental regulation, the inherent
risks involved in the exploration and development of mineral
properties; the uncertainties involved in interpreting exploration
data; the potential for delays in exploration or development
activities; the geology, grade and continuity of mineral deposits;
the impact of the COVID-19 pandemic; the possibility that future
exploration, development or mining results will not be consistent
with Elemental's expectations; accidents, equipment breakdowns,
title matters, labour disputes or other unanticipated difficulties
or interruptions in operations; fluctuating metal prices;
unanticipated costs and expenses; uncertainties relating to the
availability and costs of financing needed in the future; the
inherent uncertainty of production and cost estimates and the
potential for unexpected costs and expenses, commodity price
fluctuations; currency fluctuations; regulatory restrictions,
including environmental regulatory restrictions; liability,
competition, loss of key employees and other related risks and
uncertainties. Elemental undertakes no obligation to update
forward-looking information except as required by applicable law.
Such forward-looking information represents management's best
judgment based on information currently available. No
forward-looking statement can be guaranteed and actual future
results may vary materially. Accordingly, readers are advised not
to place undue reliance on forward-looking statements or
information.
SOURCE Elemental Royalties Corp.