Acquisition, $35m Placing & $40m Debt Facility
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") AS IN FORCE IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
13 December 2021
Trident Royalties Plc
("Trident" or the "Company")
US$69.75M Cash-flowing Gold Portfolio Acquisition
US$40M Debt Facility and Proposed US$35M Equity Fundraising
Trident Royalties Plc (AIM:TRR, FSX:5KV), the growth-focused mining royalty and streaming company, is pleased to announce the proposed acquisition of a portfolio of producing gold offtake streams (the "Portfolio") from funds managed by Orion Resource Partners ("Orion") for total consideration of US$69.75 million (the "Acquisition"). US$9.75 million of the Acquisition consideration is payable in new ordinary shares of 1p each in the Company ("Ordinary Shares") at the Placing Price (as defined below) ("Consideration Shares"), with the balance payable in cash.
In order to finance the cash component of the consideration for the Acquisition, Trident will shortly announce a proposed fundraising (the "Fundraising") to raise gross proceeds of up to £26.5 million (approximately US$35.0 million) before expenses, via the issue of approximately 73.55 million new Ordinary Shares ("Placing Shares") at a price of 36 pence per share (the "Placing Price").
· Highly accretive transaction providing immediate, significant cash flow: Trident estimates that the Portfolio will generate average annual revenue of US$14.3 million per year between 2023-2026, with expected average annual revenue of US$6.3 million from 2027-2035. For 2022, revenue is expected to be approximately US$13.3 million as ramp-up occurs at the Blyvoor gold mine and expansions at the Los Filos gold mine.
· Materially increases scale and asset diversification: The Portfolio comprises offtakes covering seven producing gold mines operated in six countries. On completion of the Acquisition, Trident will have 20 royalties and streams, of which 9 are cash flowing.
· First major portfolio transaction delivers on strategy: Trident's largest deal to date represents a step-change transaction and re-balances the portfolio towards precious metals and cash generative assets, complementing Trident's existing base metals, battery metals and iron ore exposure. The significantly enhanced cash flow profile is expected to support an appropriate dividend policy in due course.
· Offtake contracts historically provide a 1.33% NSR equivalent return: The acquired offtake contracts provide 'royalty-like' exposure with returns driven by gold price, volatility, production profile, and exploration success. Between February 2020 and June 2021, under Orion's ownership, the portfolio generated a return equivalent to a 1.7% NSR on revenue from the underlying projects.
· New proposed US$40 million debt facility significantly reduces cost of capital: Credit approved commitment letter received for a new US$40 million debt facility with Macquarie Bank Limited. Existing US$10 million Tribeca debt facility to be retired, significantly reducing borrowing costs.
· Equity financing maintains strong balance sheet to execute on deal pipeline: Proposed £26.5 million (approximately US$35.0 million) Fundraising to part fund the Acquisition consideration and maintain strong balance sheet for further growth. Pro forma cash of approximately US$19.2 post completion of the Acquisition.
· Trident's third transaction with Orion, increasing its shareholding: The Acquisition will see Orion, a global alternative investment management firm with approximately US$8.6 billion in assets under management, increase its equity position in Trident with a post-completion shareholding of approximately 9.96%.
Adam Davidson, Chief Executive Officer of Trident commented:
"For Trident and our shareholders, the impact of the acquisition of this portfolio of producing gold offtake streams cannot be overestimated. The offtakes cover seven producing gold mines operated by five counterparties in six countries, which immediately increases our number of producing royalties and streams by 350%. This acquisition, our largest to date by far, materially increases scale and diversification and importantly demonstrates further support for our business model from Orion, which will substantially increase its shareholding in Trident.
"The acquired portfolio of gold offtake streams gives direct exposure to high-quality producing gold assets, significantly increasing our precious metals exposure and complementing our existing portfolio of gold, lithium, copper and iron ore royalties. Crucially, the material and immediate income from the acquired assets gives us clear visibility on sustainable, well diversified cash flows beyond 2035. With this, we can now look at the possibility of an appropriate dividend policy in due course which will provide regular returns on investment to our shareholders.
"The new US$40 million debt facility with Macquarie is, I believe, testament to the progress we have made, and reputation we have built, in a short period of time and will dramatically reduce our borrowing costs. With this and the proposed placing, we will be well capitalised to execute on further pipeline opportunities.
"This is a truly exciting time for Trident, propelling us to the next stage of accretive growth."
The acquisition agreement has been entered into between TRR Offtakes LLC, a wholly owned subsidiary of the Company ("TRR Offtakes"), the Company (as guarantor), OMF Fund II(O) Ltd, Orion Co-VI Ltd, OMF Fund III (CR) Ltd and Orion Mine Finance Fund II LP (as guarantor of OMF Fund II(O) Ltd ) ("Sellers"). Pursuant to the acquisition, TRR Offtakes will acquire the portfolio of offtake contracts (as set out below) from funds managed by Orion for total consideration of US$69.75 million. US$9.75 million of the Acquisition consideration is payable by the issue of the Consideration Shares, with the balance payable in cash.
Completion is conditional amongst other things upon the funds from Macquarie being drawn down and the execution of the transfer documentation and the issue of the Consideration Shares. The parties have certain termination rights where a condition is not satisfied and TRR Offtakes can terminate for a material breach of warranty. The Sellers have also agreed not to dispose of the consideration shares for a period of 9 months from completion other than in limited circumstances including to satisfy a warranty claim where the cash consideration is not sufficient to do so.
The Fundraising comprises a firm and conditional placing, firm and conditional subscriptions, and a retail offer. The Fundraising is to be conducted by way of an accelerated bookbuild process, to be launched shortly. Tamesis Partners LLP ("Tamesis"), Ashanti Capital Pty Ltd ("Ashanti") and Stifel Nicolaus Europe Limited ("Stifel") are acting as Joint Bookrunners ("Joint Bookrunners") in relation to the Placing. The Placing is subject to the terms and conditions set out in a separate announcement to be released shortly.
As part of the Placing, an offer will be made by the Company on the PrimaryBid platform of up to 8,333,333 new Ordinary Shares at the Placing Price (the "Retail Shares") to raise up to approximately £3.0 million (approximately US$4.0 million) (the "Retail Offer"). A separate announcement will be made shortly regarding the Retail Offer and its terms.
In addition, Trident is pleased to announce that it has entered into a commitment letter (the "Commitment Letter") with Macquarie Bank Limited ("Macquarie") for a US$40 million secured debt facility (the "Debt Facility"), the proceeds of which will be applied to part fund the Acquisition and to retire the existing $10 million secured loan facility provided by a syndicate managed by Tribeca Investment Partners. The key terms of the Debt Facility are:
- US$40 million senior secured facility;
- Coupon of SOFR plus 7.75%;
- Three-year term, amortising US$2.5m quarterly from June 2023 with a final bullet payment.
It is expected that the agreement for the Debt Facility will be entered into on or before 20 December 2021, and it is a condition of the Acquisition that it is entered on or by this date.
In addition, following drawdown the Company will grant Macquarie warrants to subscribe for 14,840,517 ordinary shares in Trident ("Warrants") exercisable at £0.51 per share, a price representing a 30% premium to the 20-day volume weighted average price of the Company's shares prior to the date of the Commitment Letter. The Warrants are exercisable immediately on issue and will expire 36-months from the date of issue. On exercise the Warrants will bring US$10 million of additional cash into the Company to part fund repayment of the loan. As the issue of the Warrants will exceed the Directors current share authorities, the issue of the warrants is conditional upon shareholders granting the directors the authority to issue and allot, free of pre-emption rights, the Warrants. If the issue of the Warrants is not approved by shareholders, Trident will be in breach of the terms of the facility.
Closing and drawdown of the Debt Facility are expected by mid-January and are subject to the execution of the sale and purchase documentation for the Acquisition, the successful completion of the Placing, the execution of the definitive documentation relating to the Debt Facility and related security, and other conditions customary for a transaction of this nature.
FIRST major portfolio transaction delivers on strategy
As a growth focused, diversified royalty and streaming company, Trident is building a portfolio of royalties and streams to broadly replicate the exposure of the global metals and mining sector (excluding coal). The Company aims to deliver returns to shareholders by acquiring assets on attractive terms with risk diversified through aggregation, providing investors with a desirable mix of inflation protection, growth, and income.
The Acquisition represents Trident's largest transaction to date and a step-change in the scale of the business, increasing its pro forma enterprise value by approximately 85%. The Company's portfolio is significantly enhanced, with the acquired cash flowing assets complementing the existing portfolio, the value of which is currently weighted towards attractive advanced stage assets as summarised below:
# of Counterparties
# of Royalties & Streams
# of Cash Flowing Assets
The Acquisition re-balances Trident's portfolio towards precious metals, adding to the Company's significant battery metals, base metals and bulk materials exposure.
The acquired contracts are expected to generate average annual revenue of US$14.3 million per annum1 between 2023-2026, with expected average annual revenue of US$6.3 million from 2027-20351. For 2022, revenue is expected to be approximately US$13.3 million as ramp-up occurs at the Blyvoor gold mine and expansions at the Los Filos gold mine1. This significantly increases Trident's pro forma revenue profile, particularly in 2022 and 2023, prior to first revenues from material advanced stage assets in the portfolio including the Thacker Pass lithium project, Lake Rebecca gold project, and Pukaqaqa copper project.
The royalty and streaming sector is one that rewards scale and cashflow, as risk is diversified and cost-of-capital reduces with access to lower cost debt financing. Larger royalty and streaming companies therefore typically trade at higher valuation multiples than junior mining companies.
ACQUIRED OFFTAKE CONTRACTS PROVIDE ROYALTY-LIKE EXPOSURE
An offtake contract is a contract pursuant to which the operator agrees to sell, and the purchaser agrees to buy, refined gold produced from the mine or mines over which the offtake is granted. The key commercial terms include those relating to the amount of gold to be purchased, the delivery mechanics, and the payment terms.
Under the terms of the contracts, the purchaser has the right to purchase gold from the underlying mines at the lowest reference price from a list of specified reference prices in a defined period (the "Quotation Period"), which is between 6-8 days, dependent upon the contract, and commencing between 2-5 days prior to the delivery date of the gold. The purchaser then subsequently sells the gold, realising a margin equal to the difference between the purchaser's sale price, and the lowest reference price during the Quotation Period.
The acquired offtake contracts provide 'royalty-like' exposure with returns driven by the gold price, volatility, production profile and exploration success. Over the last 10 years, the weighted average calculated margin of the acquired offtake contracts would be approximately equivalent to an 1.33% NSR2. The illustrative returns and revenues set out in this announcement are based on that rate and a gold price of US$1,800/oz. Over the last 15 years the NSR equivalent would be approximately 1.56%2. Between February 2020 and June 2021, under Orion's ownership, the acquired contracts have delivered an NSR equivalent return of approximately 1.7%3.
The Portfolio comprises offtakes covering seven producing gold mines operated by five counterparties in six countries.
The Portfolio is located 50% in the Americas with +60% of assets operating in the first quartile of the cost curve6.
The table below summarises the key terms of the acquired contracts comprising the Acquisition portfolio:
Contract Key Terms
· Offtake on 50% of all refined gold production, up to cap of 1,100,000 ounces of refined gold
· 828,471 ounces remaining under the contract at 1/12/21
· Offtake on 25% of all refined gold production, up to cap of 1,111,500 ounces of refined gold
· 1,044,188 ounces remaining under contract at 1/12/21
· Offtake on 100% of all refined gold production (after deduction of streamed ounces), up to cap of 2,700,000 ounces of refined gold
· 2,697,900 ounces remaining under contract at 1/12/21
· Offtake on 35% of all refined gold production, up to a cap of 658,333 ounces of refined gold
· 469,806 ounces remaining under the contract at 1/12/21
· Offtake on 50% of all refined gold production (after deduction of streamed ounces), no cap
· Offtake on 100% of refined gold production, up to cap of 58,500 ounces per year through 2027
· Offtake on 100% of refined gold production subject to an annual ounce cap. Subject to certain conditions Trident can elect not to take the i80 offtake and the consideration will be adjusted accordingly (up to approx. 5% of total consideration)
THE PORTFOLIO: KEY ASSETS
Los Filos (Equinox Gold) - Equinox Gold is a Canadian mining company with seven operating gold mines and a total current Reserve base of 16.4Moz. Operating since 2008, the Los Filos operation consists of three open pits (Los Filos, Guadalupe, and Bermejal) and two underground mines (Los Filos and Bermejal). It has a Total Reserve of 4.4Moz @ 1.31g/t Au. A Feasibility Study was completed in 2019 to outline a potential increase in annual gold production to >400k oz, with completion of expansion projects to ~350k oz per year anticipated by 2023.
For more information on the Los Filos mine, please visit www.equinoxgold.com
Eagle (Victoria Gold) - The Eagle Gold Mine in central Yukon, Canada achieved commercial production in July 2020 and gold production is ramping up to >200koz per year. The conventional open-pit heap leach operation has a current planned mine life of 11 years based on pre-mining Mineral Reserves of 155Mt @ 0.65g/t Au for 3.26Moz contained gold, whilst Victoria is seeking to extend the mine life to 2040 through further drilling.
For more information on the Eagle Gold Mine, please visit www.vgcx.com.
Blyvoor (Blyvoor Gold) - Situated in the Witwatersrand Basin, South Africa, the Blyvoor operation concerns the reconstruction and recent restart of deep underground reef mining from the No.5 Shaft Complex at the former Blyvooruitzicht Gold Mine. Blyvooruitzicht reportedly produced in excess of 38Moz gold between 1941 and 2013 and held the title of being the richest gold mine in the world for some 30 years. Blyvoor is targeting the Middelvlei and the Carbon Leader reefs which have combined Measured and Indicated ("M&I") Mineral Resources of 25.8Mt @ 13.71g/t Au for a contained 11.37Moz gold plus an additional 11.29Moz gold in the Inferred Resource category. Blyvoor is currently ramping up to an initial target production rate of 40kt per month with an opportunity to increase capacity to 80kt per month following further capital investment. The project has a 22-year life of mine based on Reserves, with an average gold production of 242koz per year.
For more information on the Blyvoor mine, please visit www.blyvoorgold.com.
RDM/Fazenda/Santa Luz (Equinox Gold) - Equinox Gold is a Canadian mining company with seven operating gold mines and a total current Reserve base of 16.4Moz. The three Brazil based projects in the Portfolio consist of:
RDM Mine, a conventional open pit and carbon-in-leach ("CIL") operation, which is scheduled to process up to 2.88Mt per year with the potential to expand to 3.28Mt per year. Current production will recover 484koz gold over a 7 year mine life, consisting of 6 years of mining and two additional months of processing. Potential underground production could extend the mine life. Equinox reports that RMD is currently on track to achieve a gold production of 60k-65koz during 2021.
Fazenda Mine has been in operation for over 30 years, it is primarily an underground operation, with supplementary small open pits, and a 1.3Mt per year capacity CIL milling facility. In 2020, 1.34Mt of ore was processed, producing a total of 65koz gold. Current production is expected to recover 277koz gold over a mine life of 5 years.
Santa Luz is a mine restart gold project consisting of a near-production open-pit, and resin‐in‐leach plant, with a first gold pour expected for Q1 2022. With a Total Reserve of 1.07Moz @ 1.34g/t Au, average gold production is scheduled at 110.5koz per year for the first 5 years and to average 95koz per year over the initial 9.5 year mine life.
For more information on the Equinox Gold Corp projects please see www.equinoxgold.com/operations.
Bonikro (Allied Gold) - Bonikro is an operating open-pit gold mine in Cote d'Ivoire. The mine which has produced more than 1.3Moz gold since 2009, has undergone a mine redesign, with an ongoing drilling programme increasing Reserves and Resources, since privately held Allied Gold Corp acquired it from Newcrest in 2019. Remaining mine life is currently 9 years from an inventory of 1.3Moz @ 1.39g/t Au, targeting an annual gold production of 100koz. The prospect for extending the current mine life further is good, the deposit remains open along strike and there is underground mining potential.
Allied Gold Corp is a privately held, Africa focussed gold company, with a portfolio of three producing mines (Bonikro, Sadiola and Agbaou) and two projects.
Greenstone (Equinox Gold) - Equinox Gold is a Canadian mining company with seven operating gold mines and a total current Reserve base of 16.4Moz. The Greenstone Project is an advanced mine development project with Total Reserves of 5.54Moz @ 1.27g/t Au, located in the Province of Ontario, Canada. The conventional open-pit mining and CIL plant operation has an initial mine life of 14 years, producing over 5Moz gold, with gold production of >400koz per year during the first 5 years and 360koz over the life of mine. Construction is currently underway and the first gold pour is targeted for H1 2024. Additional Inferred Resources of 3.4Moz gold and underground and near-mine deposits provide good prospects for future mine life expansions.
For more information on the Greenstone Project please see https://www.equinoxgold.com/operations/growth-projects/greenstone-project/.
Trident is currently party to 14 active Non-Disclosure Agreements pursuant to which it is reviewing opportunities in copper, gold, nickel and several battery and industrial minerals.
Included within this pipeline, an entity in which Trident is a 50% shareholder has been granted exclusivity to acquire an interest in an existing royalty over an advanced stage battery metals project, which is subject to a right of first refusal. Trident's proposed provision of funding of the entity is currently in the documentation phase and awaiting the expiry of the right of first refusal, and is initially expected to comprise a loan from Trident to the entity to fund a deposit of $2.5m (representing approximately 5% of the proposed purchase price payable by the entity) with the balance of the purchase price to be paid by the entity by 31st January 2023.
As the acquisition is subject, amongst other things, to a right of first refusal there is no certainty that a transaction will be entered into. Trident will provide additional updates to the market if and when a transaction is entered into and where required by market rules.
Competent Person's Statement
The technical information contained in this disclosure has been read and approved by Mr Nick O'Reilly (MSc, DIC, MAusIMM, MIMMM, FGS), who is a qualified geologist and acts as the Competent Person under the AIM Rules - Note for Mining and Oil and Gas Companies. Mr O'Reilly is a Principal Consultant working for Mining Analyst Consulting Ltd which has been retained by Trident to provide technical support.
** Ends **
Trident Royalties Plc
+1 (757) 208-5171
Grant Thornton (Nominated Adviser)
Colin Aaronson / Samantha Harrison
+44 020 7383 5100
Tamesis Partners LLP (Financial Adviser, Joint Bookrunner)
+44 20 3882 2868
Stifel Nicolaus Europe Limited (Joint Bookrunner)
Callum Stewart / Ashton Clanfield
+44 20 7710 7600
Ashanti Capital Pty Ltd (Joint Bookrunner)
+61 8 6169 266
St Brides Partners Ltd (Financial PR & IR)
Susie Geliher / Catherine Leftley
+44 20 7236 1177
Trident is a growth-focused diversified mining royalty and streaming company, providing investors with exposure to a mix of base and precious metals, bulk materials (excluding thermal coal) and battery metals.
Key highlights of Trident's strategy include:
· Expanding on a royalty and streaming portfolio which broadly mirrors the commodity exposure of the global mining sector (excluding thermal coal) with a bias towards production or near-production assets, differentiating Trident from the majority of peers which are exclusively, or heavily weighted, to precious metals;
· Acquiring royalties and streams in resource-friendly jurisdictions worldwide, while most competitors have portfolios focused on North and South America;
· Targeting attractive small-to-mid size transactions which are often ignored in a sector dominated by large players;
· Active deal-sourcing which, in addition to writing new royalties and streams, will focus on the acquisition of assets held by natural sellers such as: closed-end funds, prospect generators, junior and mid-tier miners holding royalties as non-core assets, and counterparties seeking to monetise packages of royalties and streams which are otherwise undervalued by the market;
· Maintaining a low-overhead model which is capable of supporting a larger scale business without a commensurate increase in operating costs; and
· Leveraging the experience of management, the board of directors, and Trident's adviser team, all of whom have deep industry connections and strong transactional experience across multiple commodities and jurisdictions.
The acquisition and aggregation of individual royalties and streams is expected to deliver strong returns for shareholders as assets are acquired on terms reflective of single asset risk compared with the lower risk profile of a diversified, larger scale portfolio. Further value is expected to be delivered by the introduction of conservative levels of leverage through debt. Once scale has been achieved, strong cash generation is expected to support an attractive dividend policy, providing investors with a desirable mix of inflation protection, growth and income.
This news release contains forward‐looking information. The statements are based on reasonable assumptions and expectations of management and Trident provides no assurance that actual events will meet management's expectations. In certain cases, forward‐looking information may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Although Trident believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those projected. Mining exploration and development is an inherently risky business. In addition, factors that could cause actual events to differ materially from the forward-looking information stated herein include any factors which affect decisions to pursue mineral exploration on the relevant property and the ultimate exercise of option rights, which may include changes in market conditions, changes in metal prices, general economic and political conditions, environmental risks, and community and non-governmental actions. Such factors will also affect whether Trident will ultimately receive the benefits anticipated pursuant to relevant agreements. This list is not exhaustive of the factors that may affect any of the forward‐looking statements. These and other factors should be considered carefully and readers should not place undue reliance on forward-looking information.
Third Party Information
As a royalty and streaming company, Trident often has limited, if any, access to non-public scientific and technical information in respect of the properties underlying its portfolio of royalties and investments, or such information is subject to confidentiality provisions. As such, in preparing this announcement, the Company often largely relies upon information provided by or the public disclosures of the owners and operators of the properties underlying its portfolio of royalties, as available at the date of this announcement. No content of any third-party website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, the Republic of South Africa, Japan, Hong Kong or any other jurisdiction in which such release, publication or distribution would be unlawful.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa, Hong Kong or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, Japan, New Zealand, the Republic of South Africa (as the case may be). No public offering of the Placing Shares is being made in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, Hong Kong or elsewhere.
No action has been taken by the Company, the Joint Bookrunners or any of their respective Affiliates, or any of its or their respective directors, members, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed to: (a) persons in member states of the EEA who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation ("Qualified Investors"), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order and (ii) are Qualified Investors, or (c) if in Australia, persons who are "sophisticated investors" (within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "Australian Corporations Act")), "professional investors" (within the meaning of section 708(11) of the Australian Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Australian Corporations Act so that it would be lawful to offer the Placing Shares to those persons without disclosure under Chapter 6D of the Australian Corporations Act; (d) if in Hong Kong, persons who are "professional investors" (as defined in the Securities and Futures Ordinance (Cap 571 of the laws of Hong Kong) and any rules made thereunder); or (e) otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b), (c),(d) and (e), a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with either the Prospectus Regulation or the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward -looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward - looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward -looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement.
Each of the Company, the Joint Bookrunners and Grant Thornton expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.
Tamesis and Stifel which are each authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.
Ashanti, which is authorised and regulated by the Australian Securities and Investments Commission in Australia is acting exclusively for the Company and no-one else in connection with the Placing. It will not regard any other person (whether or not a recipient of this document) as a client in relation to any information in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Ashanti or in connection with this Announcement or any transaction or arrangement referred to in this Announcement.
Grant Thornton, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company as the Company's nominated adviser. It will not regard any other person (whether or not a recipient of this document) as a client in relation to any information in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Grant Thornton or in connection any transaction or arrangement referred to in this Announcement.
This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Joint Bookrunners or Grant Thornton (to the fullest extent permitted by law) (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of the Joint Bookrunners and/or Grant Thornton and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed.
No representation or warranty, express or implied, is made by the Joint Bookrunners or Grant Thornton, and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any potential investor's actions with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM. Grant Thornton's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
 Illustrative revenues from offtake contacts are calculated using a royalty equivalent rate of 1.33% (10-yr weighted average), a gold price of US$1,800/oz and an internal Company estimate of the production profile.
 NSR equivalent calculated by calculating the difference between the closing daily spot gold price and the minimum closing gold price across the QP period and dividing the margin by the daily spot gold price over the last 10 or 15 years, as applicable.
 Actual average NSR margin calculated as realized margin per month divided by average gold price during that month.
 $14.2 million cash balance as at 31 November 2021, plus Fundraise proceeds and $40 million debt facility, less cash portion of the Acquisition and $10 million in retirement of Tribeca debt facility
 Based on US$9.75 million vendor consideration shares at a price of 36p per share and an exchange rate of 1.323 GBPUSD, excluding warrants issued to Macquarie
 Percentage by net asset value of portfolio
 Source: Equinox Gold Corp ( https://www.equinoxgold.com/_resources/projects/technical_reports/2019-LMCTR.pdf )
 Source: Victoria Gold Gorp, Corporate Presentation, November 2021 ( https://vgcx.com/site/assets/files/6373/2021-11-22-vgcx-cp.pdf )
 Source: Blyvoor Gold Capital (Pty) Ltd and Nomad Royalty Company Ltd. An Updated NI 43-101 Technical Report on the Blyvoor Gold Mine, South Africa. 25 June 2021. Filed on SEDAR ( https://www.sedar.com ) by Nomad Royalty Company.
 Source: Equinox Gold Corp, NI 43-101 Technical Report on the Riacho dos Machados Gold Mine, Minas Gerais, Brazil, dated 22 October 2021 ( https://www.equinoxgold.com/_resources/projects/technical_reports/2021-RDM.pdf )
 Source: Equinox Gold Corp, NI 43-101 Technical Report on the Fazenda Brasileiro Gold Mine, Bahia State, Brazil, dated 22 October 2021 ( https://www.equinoxgold.com/_resources/projects/technical_reports/2021-Fazenda.pdf )
 Source: Equinox Gold Corp, NI 43-101 Technical Report on the Santa Luz Project, Bahia State, Brazil, dated 30 November 2020 ( https://www.equinoxgold.com/_resources/projects/technical_reports/TechnicalReport-Santa_Luz-Nov_30_2020.pdf )
 Source: Allied Gold, derived from information provided by Orion Resource Partners. Public source documents are not available for the Bonikro Mine. However, the Competent Person for this release has verified the technical information relating to the Bonikro mine.
 Source: Premier Gold Mines Limited, NI 43-101 Technical Report Hardrock Project Ontario, Canada, dated 16 December 2020 ( https://www.equinoxgold.com/_resources/projects/technical_reports/2021-Hardrock.pdf )
 Source: Equinox Gold Corp, Corporate Presentation, November 2021 ( https://www.equinoxgold.com/_resources/investors/presentations/EQX-PPT-20211108-CorpDeck.pdf )