Nomad Royalty Co Ltd.

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.

business combination

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.

business combination

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.

business combination

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.

capital raising announcement

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.

debt financing

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.

business combination

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.

resource reserve update

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.

capital raising announcement

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

security holder rights change

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.

asset acquisition disposition

Coral Gold Resources (the company's name at this time) filed a Preliminary Economic Assessment of its Robertson Property in Lander County, Nevada, dated January 15, 2012 and prepared by Beacon Hill Consultants with other engineering firms. The filing text provided is cut off after the table of contents, so no results (resources, costs, returns) can be stated here.

resource reserve update