MONTREAL, Aug. 9, 2022
/CNW/ - Nomad Royalty Company Ltd. (TSX: NSR) and (NYSE: NSR)
("Nomad" or the "Company") is pleased to
announce the voting results from its special meeting of
shareholders (the "Meeting") held earlier today.
The resolution approving the acquisition of the Company by
Sandstorm Gold Ltd. (the "Purchaser") by way of a plan of
arrangement under the Canada Business Corporations Act
(the "Arrangement") was approved by 99.73% of the votes
cast by shareholders present in person (virtually) or represented
by proxy and entitled to vote at the Meeting and by 99.73% of the
votes cast by shareholders present in person (virtually) or
represented by proxy and entitled to vote at the Meeting, excluding
the votes cast by certain persons required to be excluded pursuant
to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions.
Votes at the Meeting were taken by poll online, and proxies were
received by the Company prior to the Meeting.
In addition to the approval of the Arrangement by Nomad
shareholders, Sandstorm shareholders approved the proposed share
issuance in connection with the Arrangement at a special meeting of
Sandstorm shareholders held today.
The Company also reports that it has received the South African
Competition approval as described in the Company's Management
Information Circular dated July 11,
2022. The Company has now received all regulatory approvals
required to complete the Arrangement. The closing of the
Arrangement remains subject to final approval by the Superior Court
of Québec, for which the hearing is scheduled to take place on
August 12, 2022. Subject to court
approval being obtained and the other conditions to closing being
satisfied or waived, the Arrangement is expected to be effective on
or about August 15, 2022.
Following completion of the Arrangement, the Company expects to
delist its common shares from the Toronto Stock Exchange
("TSX"), New York Stock Exchange and Frankfurt Stock
Exchange and to delist its listed warrants from the TSX. The
Company has also applied to the Canadian securities regulators for
the Company to cease to be a reporting issuer in the applicable
jurisdictions following completion of the Arrangement.
For a more detailed description of the Arrangement, including
regulatory matters and approvals, please see the Company's
Management Information Circular dated July
11, 2022, available on SEDAR at www.sedar.com and on EDGAR
at www.sec.gov/edgar.shtml.
About Nomad Royalty Company Ltd.
Nomad Royalty Company
Ltd. is a gold & silver royalty company that purchases rights
to a percentage of the gold or silver produced from a mine, for the
life of the mine. Nomad owns a portfolio of 21 royalty, stream and
other assets, of which 8 are on currently producing mines. Nomad
plans to grow and diversify its low-cost production profile through
the acquisition of additional producing and near-term producing
gold & silver streams and royalties. For more information
please visit: www.nomadroyalty.com
About Sandstorm Gold Ltd.
Sandstorm is a gold royalty company that provides upfront
financing to gold mining companies that are looking for capital and
in return, receives the right to a percentage of the gold produced
from a mine, for the life of the mine. After the closing of the
Nomad Acquisition announced on May 2,
2022, Sandstorm will hold a portfolio of 250 royalties, of
which 39 of the underlying mines are producing. Sandstorm plans to
grow and diversify its low cost production profile through the
acquisition of additional gold royalties. For more information
visit:
www.sandstormgold.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation and "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995 and other applicable U.S. safe harbour provisions
(collectively, "forward-looking statements"). The
forward-looking statements contained in this press release are
expressly qualified by this cautionary statement and readers are
cautioned not to put undue reliance on them.
All statements other than statements of historical fact included
in this release, are forward-looking statements that involve
various risks and uncertainties and are based on forecasts of
future operational or financial results, estimates of amounts not
yet determinable and assumptions of management. Any statements that
express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words
or phrases such as "expects" or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "estimates" or
"intends", or stating that certain actions, events or results
"may", "could", "would", "might", "have potential" or "will" be
taken, occur or be achieved) are not statements of historical fact
and may be forward-looking statements, including but not limited to
statements with respect to the anticipated completion and timing of
completion of the Arrangement; the ability to obtain required Court
approval for the Arrangement, the timing of obtaining such
approvals, the delisting of the Company's common shares and listed
warrants, and the Company's reporting issuer status following
completion of the Arrangement. Forward-looking statements are
subject to a variety of risks and uncertainties that could cause
actual events or results to differ from those reflected in the
forward-looking statements.
Please consult the section titled "Risk Relating to the
Arrangement and the Combined Company" in the Circular as well as
section titled "Risk Factors" in Nomad's annual information form
dated March 30, 2022 for the fiscal
year ended December 31, 2021, and
section titled "Risks and Uncertainties" in Nomad's management's
discussion and analysis of Nomad for the fiscal year ended
December 31, 2021 and Nomad's interim
management discussion and analysis of Nomad for the three months
ended March 31, 2022, each of which
can be found under Nomad's profile on SEDAR at www.sedar.com and
EDGAR at www.sec.gov. There can be no assurance that such
statements will prove to be accurate as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements.
Forward-looking statements contained in this press release are
made as of the date of this press release. Nomad disclaims any
intent or obligation to update publicly any forward-looking
statements, whether as a result of new information, future events
or results or otherwise, other than as required by applicable
securities laws. If Nomad updates any one or more forward-looking
statements, no inference should be drawn that Nomad will make
additional updates with respect to those forward-looking
statements.
SOURCE Nomad Royalty Company Ltd.