お知らせ • Sep 10
International Royalty Corp. completed the acquisition of Great Bear Royalties Corp. (TSXV:GBRR) from John Robins, Chris Taylor, James Paterson, Calum Morrison and others.
International Royalty Corp. (IRC) executed a letter of intent to acquire Great Bear Royalties Corp. (TSXV:GBRR) from John Robins, Chris Taylor, James Paterson, Calum Morrison and others on June 30, 2022. International Royalty Corp. (IRC) entered into a binding agreement to acquire Great Bear Royalties Corp. (TSXV:GBRR) from John Robins, Chris Taylor, James Paterson, Calum Morrison and others for approximately CAD 180 million on July 10, 2022. Under the terms of the Transaction, Great Bear Royalties shareholders will receive all-cash consideration of CAD 200 million, representing CAD 6.65 per Great Bear Royalties common share. IRC expects to finance the transaction using available cash and there is no financing condition. The Arrangement Agreement includes a termination fee of CAD 7 million, payable by Great Bear Royalties, under certain circumstances. The shares of GBRR to be delisted from the TSXV with effect immediately following the completion of the Arrangement.
The Transaction, which is not subject to a financing condition, will be implemented by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of: (i) 66 2/3% of the votes cast by the holders of Great Bear Royalties Corp.'s common shares; and; (ii) "minority approval" in accordance with Multilateral Instrument 61-101, at a special meeting of Great Bear Royalties shareholders to be held to consider the Transaction (the "Special Meeting"). In addition to approval by Great Bear Royalties shareholders, the Transaction is also subject to the receipt of court approval, regulatory approvals, and other customary closing conditions for transactions of this nature. A special committee comprised entirely of independent directors of Great Bear Royalties (the "Special Committee"), namely Jill Donaldson (Chair), Christopher Taylor and James Paterson and advised by its financial advisor and by counsel unanimously recommended that the shareholders vote in favour of the Transaction. The Acquisition has been unanimously approved by the boards of directors of Royal Gold, Inc. The directors and senior officers of Great Bear Royalties, owning in aggregate approximately 10.5% of Great Bear Royalties Corp.'s voting securities have entered into voting support agreements pursuant to which they have agreed to vote all the securities they own or control in favour of the Transaction. John Robins, Chris Taylor, James Paterson and Calum Morrison are the supporting shareholders, have agreed to vote in favour of the Arrangement. Great Bear Royalties expects to hold a special meeting of shareholders to approve the transaction on August 31, 2022. As of August 31, 2022, the transaction was approved by Great Bear Royalties's Shareholders. As of September 7, 2022, the Supreme Court of British Columbia has approved the deal. The Transaction is expected to be completed in the third quarter or early in the fourth quarter of 2022. The transaction is expected to close during the quarter ending September 30, 2022. As of August 31, 2022, closing of the transaction is expected to close on or about September 9, 2022.
Fort Capital Partners acted as financial advisor and fairness opinion provider to the special committee of Great Bear Royalties. Cormark Securities Inc. and GenCap Mining Advisory Ltd. acted as financial advisors and Bob Wooder and Jamie Kariya of Blake, Cassels & Graydon LLP acted as legal advisors to Great Bear Royalties. CIBC Capital Markets is acting as financial advisor and Roger Taplin and Pavan Jawanda of McCarthy Tétrault acting as legal advisors to IRC. Computershare served as transfer agent and depository to Great Bear. Great Bear has engaged Laurel Hill Advisory Group as proxy solicitor. For the services, Great Bear will pay Laurel Hill a CAD 80,000 advisory fee.
International Royalty Corp. completed the acquisition of Great Bear Royalties Corp. (TSXV:GBRR) from John Robins, Chris Taylor, James Paterson, Calum Morrison and others on September 9, 2022. The shares of Great Bear Royalties are expected to be delisted from the TSX Venture Exchange at the close of business on September 12, 2022.