お知らせ • Jul 30
Royalty and Stream Portfolios of Yamana Gold Inc. and Orion Resource Partners completed the acquisition of Guerrero Ventures Inc. (TSXV:GV) in a reverse merger transaction.
Royalty and Stream Portfolios of Yamana Gold Inc. and Orion Resource Partners entered into definitive agreement to acquire Guerrero Ventures Inc. (TSXV:GV) in a reverse merger transaction on February 23, 2020. Under the terms of the agreement, Guerrero will acquire a portfolio of assets from Orion by issuing 396.45 million common shares to Orion. Guerrero will acquire a portfolio of assets from Yamana by issuing 66.5 million common shares to Yamana and by paying $20 million in cash. Guerrero has the option to pay up to $10 million of the Yamana cash consideration through a deferred payment which will have a term of two years, will bear interest at an annual rate of 3% and will be convertible into common shares. As part of the transaction, Guerrero has entered into a letter of engagement with Scotia Capital Inc. and BMO Capital Markets under which the joint bookrunners have agreed to offer for sale, on a "best effort" private placement to raise up to $10 million. The Guerrero will use the net proceeds from the private placement to fund the Yamana cash consideration and for general corporate purposes. Guerrero has obtained a lead order of $3 million in connection with the private placement. Upon closing of the transaction, the Orion Group is expected to hold approximately 78.31% of the Resulting Issuer’s common shares in the event of the minimum private placement and 77.58% in the event of the maximum private placement. Upon closing of the acquisitions and a concurrent private placement (together, the "Transaction"), Guerrero intends to change its corporate name to Nomad Royalty Company Ltd. As per the announcement of May 25, 2020, Guerrero Ventures Inc. has formally changed its corporate name to Nomad Royalty Company Ltd., effective May 22, 2020, and it is expected that the Guerrero’s common shares will be delisted from the TSX Venture Exchange and will begin trading on the Toronto Stock Exchange under the symbol "NSR". Vincent Metcalfe, Chief Executive Officer and Joseph de la Plante, Chief Investment Officer of Guerrero will each own 6.3 million common shares of the Guerrero Ventures Inc. and have agreed to renounce to the cash portion of their compensation for the Guerrero’s initial 12 months of operations. In connection with the acquisitions, Orion will be subject to a 12-month lockup period in respect of its shareholding in the Guerrero Ventures Inc. and Yamana will be subject to a similar 6-month lockup period.
As a part of acquisition, the executive management of Nomad will be comprised of Guerrero's current executive management team, and that the officers of Nomad will be Vincent Metcalfe (Chief Executive Officer), Joseph de la Plante (Chief Investment Officer) and Elif Lévesque (Chief Financial Officer and Secretary). The Board of Directors of Nomad will be reconstituted, comprised of Vincent Metcalfe, Joseph de la Plante, each of whom is a nominee for election as a Director of Guerrero at the upcoming Meeting, and Istvan Zollei, Robin Weisman, Gerardo Fernandez, Matthew Gollat and Jamie Porter. Each of Peter McRae, James Ward, Barry Hildred, Elif Lévesque and Branden Keast will concurrently resign from the Board on the closing of the transaction. The transaction is subject to receipt of regulatory approvals, including approval of the TSX Venture Exchange for the transaction and Toronto Stock Exchange listing effective upon closing of the transaction, approval of shareholders of Guerrero Ventures and completion of the Private Placement. The Board of Directors of Guerrero has unanimously approved the transaction. An annual and special meeting of shareholders of Guerrero Ventures will be held on April 14, 2020. As of May 15, 2020, the transaction has received conditional approval from the TSX Venture Exchange. As of May 22, 2020, Guerrero Ventures received conditional approval to list its common shares on the Toronto Stock Exchange after closing. Final approval of the listing is subject to certain conditions required by the TSX on or before August 18, 2020, including the completion of the transaction and the change of the resulting issuer to "Nomad Royalty Company Ltd." Upon receipt of the TSX's final approval, Guerrero Ventures's common shares will be delisted from the TSX Venture Exchange and will begin trading on the TSX under the symbol "NSR". The transaction is expected to close in the second quarter of 2020. As of May 15, 2020, the transaction is expected to close in the coming weeks. As of May 22, 2020, the transaction is expected to close by the end of May 2020.
Sébastien Bellefleur of Fasken Martineau DuMoulin LLP acted as legal advisor to Guerrero Ventures Inc. CIBC World Markets, Inc. acted as financial advisor and Michael Pickersgill of Torys LLP acted as legal advisor to Orion Resource Partners. RBC Capital Markets Inc. acted as financial advisor and Mark Bennett, Cathy Mercer and Jamie Litchen of Cassels Brock & Blackwell LLP acted as legal advisor to Yamana Gold. G Mining Services Inc. acted as due diligence provider to Guerrero Ventures.
Royalty and Stream Portfolios of Yamana Gold Inc. and Orion Resource Partners completed the acquisition of Guerrero Ventures Inc. (TSXV:GV) in a reverse merger transaction on May 27, 2020. Nomad Royalty Company is expected to commence trading on the Toronto Stock Exchange on or about May 29, 2020, under the symbol “NSR”. In connection with the transaction, Nomad Royalty Company has completed a private placement of subscription receipts in an amount of CAD $13.3 million. Pursuant to closing of the transaction and financing, Orion Mine Finance Fund II LP, Orion Mine Finance Fund III LP and OMF Fund II (Li) LP (collectively, the "Orion Group") and Yamana owns 77.58% and 13.01% respectively of the outstanding shares of Nomad.