Vancouver, British Columbia. August 25, 2021 – Nova Royalty Corp. (TSXV: NOVR) (“Nova” or the “Company”) is pleased to announce the closing of its previously announced “best efforts” public offering (the “Offering”) of common shares (“Common Shares”) of the Company. Pursuant to the Offering, Nova issued 4,139,600 Common Shares at a price of $3.30 per Common Share for aggregate gross proceeds of $13,660,680. The 4,139,600 Common Shares issued in the Offering include the issuance of 287,000 Common Shares upon the partial exercise of the Agents’ over-allotment option.
The Offering was conducted by PI Financial Corp., as lead agent, and Cantor Fitzgerald Canada Corporation, as co-bookrunner, on behalf of a syndicate of agents including BMO Nesbitt Burns Inc. and CIBC World Markets Inc. (collectively, the “Agents”). Pursuant to the Offering, the Agents received a cash commission equal to 6.0% of the aggregate gross proceeds raised pursuant to the Offering, other than proceeds received from purchasers on a president’s list comprised of investors introduced by the Company to the Agents, for which the Agents received a cash commission of up to 3.0% (4.0% with selling group concessions).
The Offering was made in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador, pursuant to a prospectus supplement dated August 18, 2021 (the “Prospectus Supplement”) to the Company’s final short form base shelf prospectus for Québec, Prince Edward Island, and Newfoundland and Labrador, and amended and restated final short form base shelf prospectus for all other provinces, dated February 19, 2021. The Offering was also conducted in the United States by way of private placement pursuant to certain registration exemptions from the Securities Act of 1933, as amended (the “U.S. Securities Act”).
The Company intends to use the net proceeds from the Offering for the acquisition of 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, and for working capital and other royalty acquisitions, as set out in the Prospectus Supplement.
The Offering is subject to the final approval of the TSX Venture Exchange. A copy of the Prospectus Supplement relating to the Common Shares is available under the Company’s SEDAR profile 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 news 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 news 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 news 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 news release includes, but is not limited to: statements relating to the anticipated use of the net proceeds from the Offering, and the receipt of all necessary approval, including the approval of the TSXV Venture Exchange. 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 April 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.