VANCOUVER, BC, Aug. 18, 2021 /CNW/ - Ely Gold Royalties
Inc. (TSXV: ELY) (OTCQX: ELYGF) ("Ely Gold") and Gold Royalty Corp.
(NYSE American: GROY) ("GRC") are pleased to announce that,
at a special meeting of Ely Gold Shareholders (the "Ely Gold
Shareholders") held August 17,
2021 (the "Meeting"), the Ely Gold Shareholders
overwhelmingly approved a special resolution (the "Arrangement
Resolution") authorizing the previously announced business
combination between Ely Gold and GRC
to be completed by way of statutory plan of arrangement (the
"Arrangement") under the British
Columbia Business Corporations Act.
The Arrangement Resolution was approved by 99.52% of the votes
cast by Ely Gold Shareholders present in person or represented by
proxy at the Meeting. In addition, as required by Multilateral
Instrument 61-101 of the Canadian Securities Administrators ("MI
61-101"), the Arrangement Resolution was approved by 99.47% of
the votes cast by Ely Gold Shareholders excluding votes cast by
"interested parties" (as defined under MI 61-101). The total votes
cast for the Arrangement Resolution represented approximately
49.02% of Ely Gold's total issued
and outstanding common shares ("Ely Gold Shares").
"I would like to take this opportunity to thank all Ely Gold
Shareholders for their unwavering support over the past
10 years. It is my belief that this transaction will provide
significant additional value to shareholders going forward", said
Ely Gold's President and Chief
Executive Officer, Trey Wasser.
Pursuant to the Arrangement, GRC will acquire all of the issued
and outstanding Ely Gold Shares. Based on the elections received
from Ely Gold Shareholders and after pro-rationing and adjustments
in accordance with the Arrangement, each Ely Gold Share is expected to be acquired by GRC
in exchange for 0.2450 of a GRC Common Share, plus
$0.0001 for Ely Shareholders who
elected, or were deemed to have elected, the Share Alternative; and
0.099166 of a GRC Common Share, plus $0.869053 for Ely Shareholders who elected the
Cash Alternative.
The GRC Common Shares issued in connection with the Arrangement
are expected to be listed on the NYSE American after closing.
Completion of the Arrangement remains subject to, among other
things, the final approval of the Supreme Court of British Columbia (the "Court").
Ely Gold expects to make the
application to the Court for final approval of the Arrangement on
August 20, 2021. The Arrangement is
currently expected to be completed on or about August 23, 2021, provided that all of the
conditions to the Arrangement are satisfied or waived.
The Ely Gold Shares are expected to be delisted from the TSX
Venture Exchange on the date of closing of the Arrangement. The Ely
Gold Shares will also be removed from quotation on the OTCQX. On
completion of the Arrangement, Trey
Wasser will be joining the GRC board of directors.
GRC anticipates that the share certificates representing the GRC
Common Shares issued pursuant to the Arrangement will be sent to
former registered Ely Gold Shareholders shortly after completion of
the Arrangement. For more information regarding the new GRC share
certificates please refer to AST Trust Company (Canada) by dialing 1-800-387-0825 (within and
outside North America). Ely Gold
Shareholders that own their Ely Gold Shares through a broker or
other intermediary should contact such broker or other intermediary
regarding their receipt of GRC Common Shares under the
Arrangement.
About Ely Gold Royalties Inc.
Ely Gold Royalties Inc.
is a Nevada focused gold royalty
company. Its current portfolio includes royalties at Jerritt
Canyon, Goldstrike and Marigold, three of Nevada's largest gold mines, as well as the
Fenelon mine in Quebec, operated
by Wallbridge Mining. Ely Gold
continues to actively seek opportunities to purchase producing or
near-term producing royalties. Ely
Gold also generates development royalties through property
sales on projects that are located at or near producing mines.
Management believes that due to Ely
Gold's ability to locate and purchase third-party royalties,
its strategy of organically creating royalties and its gold focus,
Ely Gold offers shareholders a
favorable leverage to gold prices and low-cost access to long-term
gold royalties in safe mining jurisdictions.
About Gold Royalty Corp.
Gold Royalty Corp. is a
gold-focused royalty company offering creative financing solutions
to the metals and mining industry. Its mission is to acquire
royalties, streams and similar interests at varying stages of the
mine life cycle to build a balanced portfolio offering near, medium
and longer-term attractive returns for its investors. Gold
Royalty's diversified portfolio currently consists of net smelter
return royalties on gold properties located in the Americas.
Cautionary Note Regarding Forward-looking
Statements: This news release contains forward
looking statements of Ely Gold and
GRC, within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995 and within the meaning of applicable Canadian
provincial securities legislation. Forward-looking statements are
statements which are not historical facts, including, without
limitation, statements regarding the proposed acquisition of
Ely Gold by GRC and the expected
timing of the application to the Court and completion date of the
Arrangement. There can be no assurance that such statements will
prove accurate. Such statements are necessarily based upon a number
of assumptions that are subject to numerous risks and uncertainties
that could cause actual results and future events to differ
materially from those anticipated or projected. Important factors
that could cause actual results to differ materially from
Ely Gold's or GRC's expectations are
in the documents are detailed in Ely
Gold's Management Information Circular dated July 20, 2021 regarding the Arrangement, which is
available under Ely Gold's issuer
profile at www.sedar.com. Other than as required by applicable
securities legislation, Ely Gold
disclaims any intention and assumes no obligation to revise or
update any forward-looking statement even if new information
becomes available, as a result of future events or for any other
reason.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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SOURCE Gold Royalty Corp.