Each one in plain English, with the numbers worked through for a shareholder.
16 Aug 2022business combination● Neutral
A 6-K package (signed by Sandstorm's CFO) formally records that the Sandstorm arrangement took effect on August 15, 2022 and Nomad became a wholly-owned Sandstorm subsidiary. Each Nomad share was exchanged for 1.21 Sandstorm shares; Nomad options became adjusted Sandstorm options, and Nomad's restricted, performance and deferred share units vested and were cancelled for a cash payment equal to the value of the consideration. It also includes the Certificate of Arrangement and plan of arrangement, and Nomad has applied to cease to be a reporting issuer in Canada. This confirms the earlier completion announcement and adds the treatment of options and share units.
Nomad announced that Sandstorm's acquisition of all its shares was completed on August 15, 2022, with each Nomad share exchanged for 1.21 Sandstorm shares. The shares have been deposited with Computershare; registered holders get theirs after sending in a completed letter of transmittal with their share certificates or DRS advice. Nomad's shares will be delisted from the TSX, NYSE and Frankfurt, its listed warrants from the TSX, and it will file a Form 15 with the SEC to deregister and end its US reporting. This closes out the sale announced in May and approved by the court on August 12.
The Superior Court of Québec gave its final approval to Sandstorm's acquisition of Nomad, and Nomad says all regulatory and competition approvals are now received. The deal (1.21 Sandstorm shares per Nomad share) is expected to take effect on or about August 15, 2022, subject to remaining closing conditions. After that Nomad expects to delist its shares from the TSX, NYSE and Frankfurt exchanges and its listed warrants from the TSX, and has applied to stop being a reporting issuer in Canada. This moves the July vote-and-approval process forward; closing is not yet confirmed here. Nomad describes its portfolio as 21 royalty, stream and other assets, 8 on producing mines.
Nomad sent shareholders the paperwork for a special meeting on August 9, 2022 to vote on being acquired by Sandstorm Gold Ltd. in an all-stock deal under an arrangement agreement dated May 1, 2022. Holders would get 1.21 Sandstorm shares per Nomad share (implied C$11.57 per share on April 29, 2022 prices, a 21% premium to Nomad's close that day), and the board unanimously recommends voting in favour. Approval needs 66⅔% of votes cast plus a simple majority excluding certain votes, and registered holders have dissent rights to be paid fair value. Former Nomad holders would own about 28% of the combined company on a fully diluted basis. This starts the sale of the company; the filing is the meeting package and the vote has not happened yet.
21 Jan 2022capital raising announcement● NeutralMajor
Nomad closed a bought-deal share sale of 4,675,000 shares at C$9.10, raising about C$42.5 million, including 275,000 shares from a partial over-allotment exercise. Underwriters took a 5% cash commission. Proceeds are meant to repay credit facility draws that funded the first deposits on newly completed gold streams on Greenstone and Platreef and the purchase of a majority interest in Compania Minera Caserones, plus general purposes. This adds shares to the count, and the portfolio is now stated as 17 royalty and stream assets, 8 producing.
Nomad filed a Certificate and Articles of Amalgamation dated January 1, 2022 for 'Nomad Royalty Ltd.' along with its by-laws. The text provided shows only the by-laws (director rules, nomination notice procedures); the amalgamation certificate content is not shown, so what was amalgamated is not stated. Inference: this is likely a corporate tidy-up, possibly involving the Coral subsidiary, but the filing does not say so.
Nomad closed the amended revolving credit facility of US$125 million, with an option to increase to US$150 million, as announced on August 30, 2021. The filing gives no further terms, and the shares are now described as listed on the TSX and NYSE.
Nomad secured commitments from Scotiabank, CIBC and RBC to raise its revolving credit facility to US$125 million, with an option to go to US$150 million. The facility stays secured on all of Nomad's assets, has a 4-year term, and is meant for future royalty and stream acquisitions. Closing is expected in Q3 2021, subject to documentation and conditions. This follows the US$23 million drawn on the revolver for the CMC share purchase and the revolver funding planned for the second Caserones purchase.
Nomad said its common shares are expected to begin trading on the New York Stock Exchange on or about August 31, 2021 under the symbol NSR, while staying listed on the TSX. Holders who bought over-the-counter (symbol NSRXF) should check their accounts, because Nomad expects OTC quotations to end. The shares will also continue on the Frankfurt exchange under IRL.
Nomad agreed to buy a further effective 0.351% royalty on the Caserones mine in Chile from private vendors for US$27.25 million cash, on top of the 0.28% royalty bought in May and closed June 1, 2021. Nomad would then hold an effective 0.63% royalty, with US$50.25 million invested in total. It would also buy shares giving it 37.5% of CMC (67.5% after closing), and it expects to fund the payment from its revolving credit facility. Closing is expected in August or early September 2021, subject to conditions including share registration in Chile. This continues the Caserones build-up from the CMC share purchase earlier in 2021.
Nomad voluntarily filed an updated technical report on the Blyvoor gold mine in South Africa, where it holds a gold stream. The report shows a 22-year mine life, 5.50 million oz in reserves, and an average 242,000 oz of gold a year. It puts life-of-mine all-in sustaining cost at US$570/oz, and the filing gives 5.32 million oz of payable gold production. Nomad's stream is 10% of the first 160,000 oz a year and 5% above that, and Nomad pays $572 per ounce delivered. Nomad says the mill is expected to reach 20,000 tonnes a month by the end of 2021, and that no further disruption has occurred since a union blockade ended in late April 2021. These are forward-looking estimates from the report and the company, not results yet delivered.
24 June 2021capital raising announcement● NeutralMajor
Nomad set up an at-the-market programme to sell up to US$50 million of new common shares at market prices through agents led by Cormark Securities, under an agreement dated June 22, 2021. It may use proceeds for acquisitions, to repay debt, and for working capital. It is not obliged to sell any shares, and any sales would add to the share count. The attached capitalization table shows US$23 million drawn on its revolving credit facility to fund the acquisition of CMC Compania Minera Caserones shares. That company holds payment rights to 32.5% of a 2.88% royalty on Caserones. Total debt rises from about US$11.8 million to about US$34.8 million. The filing also describes a US$10 million deferred payment owed to Yamana, which bears 3% interest, has a two-year term and is convertible at C$9.00 a share. It also describes 2,000,000 new warrants tied to the CMC deal, at US$10.85 per share on a post-consolidation basis.
Nomad completed its purchase of an indirect interest in a 0.28% net smelter return royalty on the producing Caserones mine in Chile. It also consolidated its shares one-for-ten, cutting the count from 566,387,457 to 56,638,745, with trading on the new basis expected from June 3, 2021. Each holder's percentage ownership is unchanged apart from fractional-share rounding. The Coral-deal warrants now need ten warrants to buy one share at C$17.10. This changes the share numbers used in the April buyback announcement, and the filing does not say how that buyback limit is affected. Nomad now counts 15 royalty and stream assets, 8 of them producing.
Nomad announced a plan to buy back up to 15,550,053 of its own shares for cancellation, about 10% of the public float and about 2.75% of the 566,364,957 shares outstanding on April 15, 2021. The buyback is expected to start April 29, 2021 and end no later than April 28, 2022, with purchases on the open market capped at 51,541 shares a day. Nomad says it sees buybacks as a good use of its financial resources at appropriate times.
Nomad completed its acquisition of all Coral shares by court-approved plan of arrangement, confirming the closing that was expected on about November 19. Each Coral share was exchanged for C$0.05 in cash plus 0.80 of a Nomad unit (one Nomad share and one-half warrant per unit; each full warrant buys a Nomad share at C$1.71 for two years). Coral shares are expected to be delisted from the TSX Venture Exchange after the close on November 20, 2020. This ends Coral as a standalone company, and the Robertson royalty now sits inside Nomad. Nomad now has 564,520,578 shares outstanding and says it owns 13 royalty, stream and gold loan assets, 6 of them on producing mines.
The Supreme Court of British Columbia approved the Nomad arrangement. Closing is expected about November 19, 2020, if remaining conditions are met. Each Coral share gets 0.80 of a Nomad common share, 0.40 of a Nomad warrant and C$0.05 in cash. Coral's shares have been halted since the close of trading on November 13, are not expected to trade again, and will be delisted once Coral becomes a wholly-owned Nomad subsidiary. Closing itself is not yet confirmed in this filing.
Coral shareholders approved the Nomad arrangement, with 98.86% voting in favour, and also passed it by a majority of minority shareholders. Court approval is sought on November 16, with closing expected about November 19, 2020. Coral's last trading day on the TSX Venture Exchange is November 13, and its shares will be delisted because Coral will become a wholly-owned subsidiary of Nomad. Holders are to receive C$0.05 plus Nomad units per share, but the deal has not yet closed.
Proxy advisers ISS and Glass Lewis each recommended that Coral shareholders vote for the Nomad arrangement. ISS cited a premium of about 77% to the 20-day VWAP. The vote is still pending, with a proxy deadline of November 9 and the meeting on November 12, 2020.
Coral got an interim court order on October 8, 2020 and filed its meeting materials for the Nomad deal. The shareholder meeting is set for November 12, 2020 (record date September 22), with the final court hearing November 16 and closing expected about November 19. This moves the timeline from the earlier expected November 6 close to later dates.
Coral filed a First Amending Agreement to the Nomad Arrangement Agreement. Only the cover form is provided, with no text of the amendment, so its changes cannot be stated here.
Coral filed the full Arrangement Agreement with Nomad, dated August 23, 2020, which documents the deal announced on August 24. The text provided is cut off after the table of contents and the opening definitions, so it adds no terms beyond the announcement; the contents list covers non-solicitation, a termination fee, dissent rights and closing conditions.
Nomad Royalty Company agreed to buy all of Coral's shares by plan of arrangement, valued at about US$45.8 million. Coral shareholders would get C$0.05 in cash plus 0.80 of a Nomad unit (one Nomad share and one-half warrant, each full warrant exercisable at C$1.71 for two years) per Coral share, about C$1.21 per share, a premium of about 45% to August 21, 2020 prices. This ends the standalone Robertson royalty story that began with the 2016 Barrick sale. It needs a two-thirds Coral shareholder vote, a majority of minority holders, court and exchange approvals, with closing expected about November 6, 2020. Holders of 39.46% of Coral shares (including directors and officers) have agreed to vote in favour, and a termination fee of 4.5% of Coral's market capitalization applies if Coral terminates.
Barrick reported Q3 2018 progress on Robertson: the Stage II budget for mine planning and pre-feasibility work was approved, and a 2018 core drilling program (27,000 feet planned) began in mid-August. The pre-feasibility study is described as on schedule and budget. The release also restates the royalty terms, a sliding scale from 1% to 2.25% depending on the quarterly average gold price, with Barrick holding a right of first refusal if Coral sells the royalty.
Barrick reported Q2 2018 work on Robertson: the 2017 drilling review and metallurgical work were completed, the BLM approved the 2018 drilling plan, and 44 core holes are scheduled for Q3 and Q4 2018. Coral also granted 1,345,000 stock options at $0.38 per share, exercisable up to five years.
Coral announced a new buyback allowing up to 3,938,462 shares (about 10% of public float) over 12 months, for cancellation, after the previous round ended June 30, 2018 having bought and cancelled 2,025,000 shares. Russell (Rusty) Price also joined the board as an independent director on July 23, 2018.
Barrick reported its Q1 2018 work on Robertson, where Coral holds the royalty: a Phase 1 drilling program finished in December 2017, with about 90% of analytical results complete and a resource model update pending. Coral also plans exploration on its nearby Norma-Sass, JDN and Eagle properties starting August 2018.
27 June 2017security holder rights change▲ GoodMajor
Coral announced a share buyback approved by the TSX Venture Exchange, allowing purchase of up to 3,844,000 shares (about 10% of the public float) over 12 months, to be cancelled. The CEO says the Barrick sale has closed (with the 8.7% share cancellation done), that Coral holds about CDN$21M cash, and that it now holds the Robertson royalty.
Proxy advisers ISS and Glass Lewis each recommended that shareholders vote for the sale of the Robertson Property to Barrick, ahead of the July 22, 2016 meeting. This supports the pending sale but does not complete it; the vote and closing conditions remain outstanding.
27 June 2016asset acquisition disposition▲ GoodMajor
Coral agreed on June 20, 2016 to sell the Robertson Property in Nevada to Barrick Cortez Inc. for US$15.75 million cash at closing, the return and cancellation of 4,150,000 Coral shares held by Barrick, and a 1% to 2.25% sliding-scale net smelter royalty. Advance royalties of US$500,000 a year would start in 2024 if the property is not in production. The sale needs shareholder approval at the July 22, 2016 meeting; the board unanimously recommends a vote for it.
Coral Gold's transfer agent gave notice that the annual general and special meeting is amended to July 22, 2016 in Vancouver, with a May 26, 2016 record date for notice and voting. It is a routine meeting notice with no business details in the filing.
