VANCOUVER, BC, Aug. 23, 2021 /CNW/ - Gold Royalty Corp.
("GRC") (NYSE American: GROY) and Ely Gold Royalties Inc.
("Ely Gold") (TSXV: ELY) (OTCQX: ELYGF) are pleased to
announce the completion of the previously announced business
combination between GRC and Ely Gold (the "Transaction") by
way of a plan of arrangement under the Business Corporations Act
(British Columbia) (the
"Arrangement").
David Garofalo, CEO, President
and Chairman of GRC, stated: "We are delighted to have completed
our acquisition of Ely Gold, which is an important milestone
as we execute our business strategy since our IPO in March 2021. With four producing royalties,
57 royalties on development stage assets and 45 royalties on
exploration stage assets, the acquisition of Ely Gold creates a
leading Americas-focused precious metals royalty company. The
added scale, diversification, cash flow and access to capital
provided by this transformative transaction well positions us to
further execute on our strategy and become a leading consolidator
in the royalty space. As this transaction demonstrates, we
remain focused on opportunities to create shareholder value and
will continue to identify and evaluate attractive acquisition
opportunities that are consistent with our core strategy."
Trey Wasser, CEO, President and
Director of Ely Gold, who has joined GRC's board of directors,
commented: "I would like to thank the Ely Gold shareholders for
their ongoing support. I am very proud of the Ely Gold team
and what we accomplished. Over the past several weeks, I have
had the opportunity to work closely with the GRC team and remain
impressed with the depth of their capabilities and their commitment
to building a peer-leading precious metals royalty company. I look
forward to joining GRC's board and working with its management team
to build on the solid foundation created through the combination of
our companies."
Jerry Baughman, President of
Nevada Select, a subsidiary of Ely Gold, commented, "The combined
company has a peer-leading royalty portfolio and is uniquely
positioned to identify, originate and execute on additional royalty
purchases. Over 100 royalties or properties acquired by GRC under
the Transaction were staked, or purchased, under my supervision and
I look forward to continuing to utilize my network throughout
Nevada to drive the continued
growth of the GRC royalty portfolio. I think very highly of the GRC
team and look forward to what we can accomplish together."
Addition to GRC's Board of Directors
In connection with completion of the Transaction, Trey Wasser was appointed to the board of
directors of GRC.
The Transaction
Pursuant to the Transaction, GRC acquired all of the issued and
outstanding Ely Gold common shares (the "Ely Shares"). As a
result, Ely Gold has become an indirect wholly-owned subsidiary of
GRC. After pro-rationing and adjustments in accordance with the
Arrangement, each Ely Share was
acquired by GRC in exchange for 0.2450 of a GRC common share (a
"GRC Share"), plus $0.0001 for
Ely Gold shareholders who elected, or were deemed to have elected
to receive the share alternative under the Arrangement; and
0.099166 of a GRC Share, plus $0.869053 for Ely Gold shareholders who elected
to receive the cash alternative under the Arrangement.
Further information regarding the Arrangement is included in the
management information circular of Ely Gold dated July 20, 2021, a copy of which is available under
Ely Gold's profile at www.sedar.com.
The consideration paid by GRC on closing of the Transaction
consisted of an aggregate of 30,902,176 GRC Shares and $84,008,748 in cash. Pursuant to the Arrangement,
each of the 15,946,732 warrants to purchase Ely Shares (an "Ely
Warrant") that were outstanding immediately prior to the
effective time represent the right to acquire, on valid exercise
thereof (including payment of the applicable exercise price),
0.2450 of a GRC Share plus $0.0001.
The Ely Shares will be delisted from the TSX Venture Exchange as
soon as practicable. An application will be made for Ely Gold
to cease to be a reporting issuer under applicable Canadian
securities laws and to otherwise terminate Ely Gold's public
reporting requirements.
Former Ely Gold shareholders that held their Ely Shares in
registered form may contact AST Trust Company (Canada) by dialing 1-800-387-0825 (within and
outside North America) with any
questions regarding the receipt of consideration under the
Arrangement. Ely Gold shareholders that own their Ely Shares
through a broker or other intermediary should contact such broker
or other intermediary regarding their receipt of consideration
under the Arrangement.
Pursuant to the Arrangement, the Ely Shares were ultimately
acquired by 1310560 B.C. Ltd., a
wholly-owned subsidiary of GRC, which will amalgamate with Ely
Gold, with Ely Gold being the surviving entity thereunder.
Advisors and Counsel
BMO Capital Markets acted as financial advisor to GRC and
Haywood Securities Inc. acted as financial advisor to the GRC Board
of Directors in connection with the transaction. Sangra Moller LLP
acted as GRC's Canadian legal advisor and Haynes & Boone LLP
and Holland & Hart LLP acted
as GRC's U.S. legal advisors.
Laurentian Bank Securities Inc. acted as financial advisor to
Ely Gold in connection with the transaction. Dentons acted as legal
advisor to Ely Gold and Cassels
Brock & Blackwell LLP acted as legal advisor to the
Special Committee in connection with the transaction.
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 acquire royalties, streams and similar interests at
varying stages of the mine life cycle to build a balanced portfolio
offering near, medium and longer-term attractive returns for its
investors. GRC's diversified portfolio consists principally of net
smelter return royalties on gold properties located in the
Americas.
Early Warning Report
GRC will file an early warning report in respect of its
acquisition of all of the outstanding Ely Shares pursuant to
Canadian National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues. A copy
of such report will be filed under Ely Gold's profile at
www.sedar.com.
Cautionary Statement on Forward-Looking Information:
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 ("forward-looking statements") and involve known
and unknown risks, uncertainties and other factors that may cause
GRC's actual results, performance and achievements to be materially
different from the results, performance or achievements expressed
or implied therein. Such forward-looking statements, including but
not limited to statements relating to: the benefits and
effects of the completion of the Arrangement and GRC's business
plans and strategies, involve 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. Such factors, include, among other things, any
inability of the operators of the properties underlying GRC's or
Ely's royalty interests, including those to be acquired, to execute
proposed plans for such properties, risks related to such operators
or the exploration, development and mining operations of the
properties underlying GRC's and Ely's royalty interests; general;
the influence of macroeconomic developments as well as the impact
of and the responses of relevant governments to the COVID-19
pandemic and the effectiveness of such responses; any inability of
GRC to carry out its growth plans and other factors set forth in
GRC's publicly filed documents under its profiles at www.sedar.com
and www.sec.gov. Although GRC 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. GRC does not undertake to update any forward-looking
statements, except in accordance with applicable securities
laws.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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SOURCE Gold Royalty Corp.
