Each one in plain English, with the numbers worked through for a shareholder.
1 Nov 2021business combination▲ GoodMajor
Shareholders of Golden Valley Mines and Royalties and Abitibi Royalties approved, on October 29, 2021, their separate takeovers by Gold Royalty. Golden Valley holders will get 2.1417 Gold Royalty shares per share and Abitibi holders 4.6119. Court approval is expected around November 3 and closing around November 5, 2021, and Glenn Mullan will join Gold Royalty's board. This is a new pair of acquisitions after the Ely deal, and the filing does not give the dollar value or say when they were first announced.
Gold Royalty signed a commitment letter with Bank of Montreal for a US$10 million revolving credit facility, with an optional extra US$15 million (up to US$25 million total) subject to conditions. It is for general corporate purposes, acquisitions and investments, expected to close around September 30, 2021, and matures December 31, 2022. This is the company's first debt facility in these filings, and it still needs definitive documentation.
Gold Royalty invested C$2 million for a 12.5% stake in Prospector Royalty Corp., a private company, and signed a royalty referral arrangement giving it the chance to acquire royalties identified by PRC's database. Prospector founder Timothy Young joins Gold Royalty's Advisory Board alongside Ian Telfer. The release says the Ely merger took place earlier in August and describes the portfolio as over 100 royalties, which implies the Ely deal closed (an inference from the CEO's wording, not a closing notice).
The Supreme Court of British Columbia gave final approval to the Ely Gold arrangement, so most conditions are now met. Closing is expected on August 23, 2021, still subject to final TSX Venture Exchange acceptance. Ely shares will be delisted at the close of trading that day, and the Gold Royalty shares issued to Ely holders are expected to be listed on NYSE American.
Ely Gold shareholders approved the Gold Royalty takeover at their August 17, 2021 meeting, with 99.52% of votes cast in favour (99.47% excluding interested parties). This clears the shareholder vote listed as open. Court approval is expected August 20 and closing around August 23, 2021. Ely holders are expected to receive 0.2450 of a Gold Royalty share plus C$0.0001 (share choice), or 0.099166 of a share plus C$0.869053 (cash choice, after pro-rationing). Ely CEO Trey Wasser will join Gold Royalty's board on completion.
Gold Royalty completed the purchase of the five Monarch Mining royalties announced July 23, 2021, paying C$11.25 million at closing. A further C$3.75 million is due on the six-month anniversary of closing.
Gold Royalty agreed to buy five royalties tied to Monarch Mining's Quebec properties: C$2.50 per tonne through the Beacon mill from Beaufor mine material, 2.5% NSRs on Croinor Gold, McKenzie Break and Swanson, and a 1% NSR on Beaufor held by Caisse de dépôt et placement du Québec. Total price is C$15 million (about US$12 million): C$11.25 million at closing and C$3.75 million six months later, with closing expected in August 2021. Monarch has announced plans to restart the Beaufor mine and Beacon mill by June 2022. This adds to the pending Ely acquisition.
Gold Royalty agreed on June 21, 2021 to acquire all of Ely Gold Royalties by plan of arrangement. Ely holders can choose C$1.46 in cash or 0.2450 of a Gold Royalty share plus C$0.0001, subject to caps of C$84 million total cash and 41,455,194 Gold Royalty shares. It needs Ely shareholder approval (meeting planned for August 2021), court and stock exchange approvals, and the parties are targeting closing in Q3 2021. A C$10 million termination fee is payable by Ely in certain cases, and Ely directors/officers (about 5%) and Eric Sprott (about 22%) have agreed to vote in favour. For Gold Royalty shareholders this means new shares will be issued if the deal closes.
Gold Royalty agreed to buy a 1.2% net smelter royalty on Roxgold's Séguéla gold project in Côte d'Ivoire from a subsidiary of Apollo Consolidated for A$20 million (about US$15.5 million), paid from cash on hand. It is the first acquisition after the IPO. Closing is expected around April 1, 2021, subject to a 14-day right of first refusal held by the project owner and customary conditions; the owner can also buy the royalty back at fair market value if it decides to mine.
11 Mar 2021capital raising announcement▲ GoodMajor
The IPO closed as planned: 18,000,000 units sold at US$5.00, for gross proceeds of US$90.0 million. The company says it plans to use the net proceeds for its growth and acquisition strategy and general working capital. GoldMining continues to hold 20,000,000 shares (about 49.0%), and underwriters still hold a 30-day option for up to 2,700,000 more shares and/or 1,350,000 warrants.
Gold Royalty Corp. (a subsidiary of GoldMining Inc.) filed its final prospectus for an IPO of 18,000,000 units at US$5.00 each, aiming for about US$90.0 million gross. Each unit has one common share and one-half of a warrant (exercisable at US$7.50 for three years); shares begin trading on NYSE American on March 9, 2021 as GROY, with closing expected March 11. GoldMining is expected to hold 20,000,000 shares, about 49.0% of the company, after the offering.
What it means for a shareholder
18.0m new shares at US$5.00 to raise about US$90.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
