MONTREAL, May 15, 2020 /CNW Telbec/ - Guerrero
Ventures Inc. (TSXV: GV) ("Guerrero" or the "Company") is
pleased to announce that it has received conditional approval from
the TSX Venture Exchange, pursuant to Policy 5.2 - Changes of
Business and Reverse Takeovers, for Guerrero's proposed reverse take-over
("RTO") and two related vend-in transactions, which are
expected to close in the coming weeks. Prior to the closing of the
RTO and vend-in transactions, Guerrero intends to change its corporate name
to Nomad Royalty Company Ltd.
As previously announced, the RTO will involve the acquisition by
Guerrero of an aggregate of six
stream and gold loan assets from Orion Mine Finance Fund II LP,
Orion Mine Finance Fund III LP and OMF Fund II (Li) LP
(collectively, the "Orion Group") for total consideration of
US$268 million, as well as the acquisition of three royalties
and a contingent payment on the commencement of commercial
production of one project from Yamana Gold Inc. ("Yamana")
and one of its affiliates (collectively, the
"Yamana Group") for total consideration of
US$65 million. The terms of the two vend-in transactions
(collectively, the "Vend-In Transactions") are set out in
definitive purchase agreements dated February 23, 2020 between
the Company and the Orion Group and Yamana Group, respectively. The
Company will satisfy the purchase price payable to the Orion Group
by issuing 396,455,965 common shares at a price of CAD$0.90 per share, and will satisfy the purchase
price payable to the Yamana Group by issuing 66,500,000 common
shares at a price of CAD$0.90 per
share and by paying US$20 million in
cash, a maximum of US$10 million of
which may be deferred pursuant to a Deferred Payment Agreement to
be entered into between the Company and Yamana at the closing of
the Vend-In Transactions. The maximum deferred payment of
US$10 million will have a two-year term (subject to an early
redemption feature) and bear interest at an annual rate of 3%. The
principal amount and interest thereon will be convertible at the
option of Yamana into common shares of the Company at a price of
CAD$0.90 per share.
Guerrero has applied for
listing on the Toronto Stock Exchange ("TSX"), effective
upon the completion of the Vend-In Transactions. Listing is subject
to the approval of the TSX in accordance with its original listing
requirements. The TSX has not conditionally approved Guerrero's listing application and there is no
assurance that the TSX will approve the listing application.
Conditional listing approval from the TSX is a condition for the
closing of the Vend-In Transactions.
Filing Statement
In connection with the RTO and pursuant to TSX Venture Exchange
requirements, Guerrero has filed a
filing statement dated May 15, 2020 under its profile on SEDAR
at www.sedar.com.
Investors are cautioned that except as disclosed in the
Company's public filings, any information released or received with
respect to the RTO may not be accurate or complete and should not
be relied upon.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Notice on Forward-looking Statements
This news release
contains statements that may constitute "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Forward-looking information may include, among others,
statements regarding the future plans, costs, objectives or
performance of the Company and its business, or the assumptions
underlying any of the foregoing. In this news release, words such
as "may", "would", "could", "will", "likely", "believe", "expect",
"anticipate", "intend", "plan", "estimate" and similar words and
the negative form thereof are used to identify forward-looking
statements. Forward-looking statements should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether, or the times at or
by which, such future performance will be achieved. The
forward-looking events and circumstances discussed in this release,
including completion of the Vend-In Transactions and RTO, may not
occur and could differ materially as a result of known and unknown
risk factors and uncertainties affecting the Company, including
risks regarding royalty, stream and gold loan assets, risks related
to COVID-19, the ability of the Company's management to manage and
to operate the business of the Company, and the equity markets
generally. Forward-looking information is based on information
available at the time and/or management's good-faith belief with
respect to future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond the control of the Company. These risks,
uncertainties and assumptions include, but are not limited to,
those that will be described in the Company's continuous disclosure
documents to be filed, and which will be available, on SEDAR at
www.sedar.com, and could cause actual events or results to differ
materially from those projected in any forward-looking statements.
The Company does not intend, nor does it undertake any obligation,
to update or revise any forward-looking information contained in
this news release to reflect subsequent information, events or
circumstances or otherwise, except if required by applicable
laws.
SOURCE Guerrero Ventures Inc.
