/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES./
VANCOUVER, BC, Dec. 15, 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 completed its private placement offering (the
"Offering") of 10,748,132 subscription receipts (each, a
"Subscription Receipt" and collectively, the
"Subscription Receipts") at a price of $1.50 per Subscription Receipt (the
"Offering") for approximately $16.1
million in aggregate gross proceeds under the Offering.
Canaccord Genuity Corp. (the "Lead Underwriter") acted as
lead underwriter for the Offering, on behalf of a syndicate of
underwriters including Haywood Securities Inc., Scotia Capital Inc.
and Sprott Capital Partners LP (together with the Lead Underwriter,
the "Underwriters"). The Offering was completed in
connection with the proposed Acquisition (as defined below), as
further described in the Company's press release dated November 23, 2020.
Each Subscription Receipt entitles 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 included in the subscription receipt
agreement entered into among Elemental, Computershare Trust Company
of Canada (the "Escrow
Agent"), and the Lead Underwriter in connection with the
Offering (the "Subscription Receipt Agreement"), including,
but not limited to, the satisfaction of all conditions precedent to
Elemental completing the gold royalty portfolio acquisition from
South32 Limited (the "Acquisition").
In consideration of the services rendered by the Underwriters in
connection with the Offering, the Underwriters will receive from
Elemental a cash commission (the "Underwriters' Fee") equal
to 6.0% of the gross proceeds, excluding sales of Subscription
Receipts to certain purchasers on a president's list (the
"President's List"), in which case a cash commission of 3.0%
of the gross proceeds from the President's List purchasers will be
paid to the Underwriters.
Pursuant to the Subscription Receipt Agreement, the aggregate
gross proceeds of the Offering, less 50% of the Underwriters' Fee
and certain expenses of the Offering, are being held in escrow by
the Escrow Agent. The aggregate net proceeds of the Offering and
the remaining 50% of the Underwriters' Fee will be released from
escrow upon closing of the Acquisition.
Pursuant to the Subscription Receipt Agreement, 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, and each Subscription Receipt shall be cancelled and
be of no further force or effect.
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 Offering and the Acquisition remain subject to customary
regulatory and stock exchange approvals, including final approval
of the TSX-V.
Insiders of the Company subscribed for a total amount of 440,432
Subscription Receipts under the Offering. Participation by these
insiders constitutes a related party transaction as defined under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The issuance
of the Subscription Receipts to the related parties is exempt from
the formal valuation requirements of Section 5.4 of MI 61-101
pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the
minority shareholder approval requirements of Section 5.6 of MI
61-101 pursuant to Subsection 5.7(b) of MI 61-101. The Company did
not file a material change report 21 days prior to the closing of
the Offering as the details of the participation of these insiders
of the Company had not been confirmed at that time.
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
Elemental Royalties Corp. is a proud member of Discovery Group.
For more information please visit: discoverygroup.ca or contact
604-653-9464.
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 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.