NOMAD ROYALTY COMPANY LTD. - Special Meeting to be held
August 9, 2022 in virtual format - The Board of Directors unanimously recommends that shareholders vote FOR the special resolution to approve the Arrangement in advance of the proxy deadline of
11:00 a.m. (Eastern time) onAugust 5, 2022
Under the terms of the Arrangement, the Purchaser will acquire all of the outstanding common shares of the Company (the "Nomad Shares") for a consideration per Nomad Share of 1.21 common shares of the Purchaser (the "Consideration"), all as more particularly described in the Circular.
Subject to Shareholders' approval, the final approval of the Arrangement by the Court (as defined below) and the satisfaction of the remaining closing conditions, including the receipt of certain regulatory approvals (with the condition with respect to the Competition Act (
Based upon a number of factors, including the unanimous recommendation by the special committee of the board of directors of Nomad (the "Board"), the Board has unanimously, after receiving advice from financial advisors and outside legal counsel in evaluating the Arrangement, determined that the Arrangement is fair to the Nomad Shareholders and in the best interests of the Company and recommended that the Nomad Shareholders vote FOR the special resolution to approve the Arrangement. The reasons for the Board's recommendation and some of the key factors it considered in making its determination are described in detail in the Circular.
On July 11, 2022, the Superior Court of Québec (the "Court") granted an interim order in respect of the Arrangement (the "Interim Order"). The Interim Order authorizes Nomad to proceed with various matters relating to the Arrangement, including the holding of the Meeting for Shareholders to consider and vote on the Arrangement.
The Company will be holding the Meeting in a virtual format via live webcast at https://web.lumiagm.com/464962717 and using the following password: nomad2022 (case sensitive). During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed proxyholders will be able to submit questions and vote at the Meeting.
The Circular, form of proxy or voting instruction form (as applicable) and letter of transmittal (the "Meeting Materials") for the Meeting are expected to be mailed to registered Shareholders by
The Meeting Materials are also available on Nomad's website at https://nomadroyalty.com/en/investors/financial-reporting/ as well as under Nomad's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Only Shareholders of record as of the close of business (Eastern time) on
If you have any questions about the procedures to be followed to vote at the Meeting or about obtaining and depositing the required form of proxy or voting instruction form, you should contact
The Company also announces that it filed, on
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 transaction as announced on
For more information about Nomad, please visit our website at www.nomadroyalty.com or email us:
vmetcalfe@nomadroyalty.com | jdelaplante@nomadroyalty.com |
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
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, Shareholder and regulatory approvals for the Arrangement, and the timing of obtaining such approvals. 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
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
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