(Not for dissemination in the United States or to U.S. newswire services)
Vancouver, British Columbia. August 16, 2021 – Nova Royalty Corp. (TSXV: NOVR) (“Nova” or the “Company”) is pleased to announce a “best efforts” public offering (the “Offering”) of common shares of the Company (“Common Shares”) for aggregate gross proceeds of approximately $10.0 million at a price of $3.30 per Common Share.
The Offering will be led by PI Financial Corp. as lead agent and PI Financial Corp. and Cantor Fitzgerald Canada Corporation will be co-bookrunners, on behalf of a syndicate of agents (collectively, the “Agents”).
The Offering is expected to be conducted in each of the provinces of Canada (other than Quebec) by way of prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated October 30, 2020 (the “Base Shelf Prospectus”). Additionally, the Offering is expected to be conducted by private placement in the United States pursuant to certain exemptions from the Securities Act of 1933, as amended (the “US Securities Act”) as well as other jurisdictions where the Offering can lawfully be made.
In connection with the Offering, the Company intends to enter into an agency agreement with the Agents (the “Agency Agreement”). The Agency Agreement will provide that the Company will grant the Agents an option (the “Over-Allotment Option”) to purchase up to a number of additional Common Shares equal to 15% of the Common Shares sold pursuant to the Offering, exercisable in whole or in part at any time on or prior to the 30th day following closing of the Offering. Until such time as the Agency Agreement is entered into, the Agents are under no obligation to sell any of the Common Shares.
The Company intends to use the net proceeds from the Offering for the acquisition of the (“Aranzazu NSR”) the net smelter return on the copper, gold and silver production from the Aranzazu project which is subject to an underlying 1.0% net smelter return royalty (the “NSR”). The Aranzazu project is owned by Aura Minerals Inc. and comprises 22 mining concessions located at the municipalities of Concepcion del Oro and Mazapil, State of Zacatecas, Mexico. In addition, the remaining net proceeds of the offering will be used for working capital and other royalty acquisitions.
The Offering is expected to close on or about August 25, 2021, or such other date as may be mutually agreed to by the Company and the Agents, subject to satisfaction of customary closing conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange (“TSXV”).
Copies of the Base Shelf Prospectus, and the Prospectus Supplement to be filed in connection with the Offering, can be found on SEDAR at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the Common Shares described herein in the United States or in any other jurisdiction. The Common Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S promulgated under the U.S. Securities Act, except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
Nova is a royalty company focused on providing investors with exposure to the key building blocks of clean energy – copper and nickel. The Company is headquartered in Vancouver, British Columbia and is listed on the TSX Venture Exchange under the trading symbol “NOVR”.
ON BEHALF OF NOVA ROYALTY CORP.,
(signed) “Alex Tsukernik”
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent such registration or an available exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to: statements relating to the anticipated closing date of the Offering, the anticipated use of the net proceeds from the Offering, the entering into of the Agency Agreement, the exercise of the Over-Allotment Option by the Agents, and the receipt of all necessary approvals, including the approval of the TSXV. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Nova to control or predict, that may cause Nova’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 risk factors set out under the heading “Risk Factors” in the Company’s annual information form dated August 30, 2021 available for review on the Company’s profile at www.sedar.com. Such forward-looking information represents management's best judgment based on information currently available. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. 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.