Notice of GM & Posting of Shareholder Circular
15 December 2021
Trident Royalties Plc
("Trident" or the "Company")
Notice of General Meeting and Posting of Shareholder Circular
Trident Royalties Plc (AIM:TRR, FSX:5KV), the growth-focused mining royalty and streaming company, announces that further to the announcements made on 13 December 2021 and 14 December 2021 regarding the proposed placing, subscription and PrimaryBid Offer to raise approximately US$40 million in connection with the acquisition of a portfolio of producing gold offtake streams from funds managed by Orion Resource Partners (the "Transaction"), the Company will today publish and post (or otherwise make available) to its shareholders a notice of general meeting (the "General Meeting") with related explanatory circular (together the "GM Notice and Circular") and form of proxy.
A copy of the GM Notice and Circular will also be available on the Company's website, www.tridentroyalties.com.
As set out in the GM Notice and Circular, the General Meeting will be held to consider certain matters in connection with the Transaction including, but not limited to:
· the directors' authority to allot shares and the disapplication of pre-emption rights in respect of new ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") which have been placed under the placing and subscription conditional on the passing of certain resolutions at the General Meeting; and
· to authorise the issue of warrants to subscribe for new Ordinary Shares to the Company's lender, Macquarie Bank Limited.
The General Meeting will also consider renewing the directors general authority to allot shares and the disapplication of pre-emption rights in respect of a 100,000,000 Ordinary Shares as the current authority will have been utilised in full following the Transaction.
The General Meeting will be held at 2 p.m. (GMT) on 10 January 2022 at the offices of Tamesis Partners LLP, 125 Old Broad Street, London, EC2N 1AR.
Subject to the prevailing UK Government guidance and restrictions on physical gatherings, it may be possible to welcome shareholders in person to the General Meeting.
However, attendance in person is likely to be restricted to allow for appropriate social distancing and other health and safety measures. To enable the Company to comply with the prevailing UK Government guidance and social distancing guidelines, shareholders who wish to attend the General Meeting in person will be required to pre-register their intention to attend by notifying the Company by email at [email protected] by no later than 2 p.m. (GMT) on 6 January 2022.
In light of the current uncertainty, shareholders are strongly encouraged to submit their votes by proxy in advance of the General Meeting in accordance with the instructions set out in the GM Notice and Circular and to appoint the chair of the meeting as their proxy to vote on their behalf.
The Company has received irrevocable undertakings from certain of its shareholders and Collingwood Capital (a company wholly owned by Paul Smith) and Al Gourley and Albert C Gourley Professional Corporation (a company wholly owned by Al Gourley) to vote in favour of resolutions 1, 2, 4 and 5 to be proposed at the General Meeting, in respect of their entire holdings of 69,634,031 Ordinary Shares in aggregate, representing approximately 38.5 per cent. of the Company's issued share capital at the date of the GM Notice and Circular. This number is expected to increase to 96,924,783 Ordinary Shares in aggregate following the issue of the Firm Placing Shares (as defined in the Company's announcement of 14 December 2021), representing approximately 38.5 per cent. of the Company's issued share capital following the issue of the Firm Placing Shares (excluding the consideration shares to be issued pursuant to the Transaction). Collingwood Capital (a company wholly owned by Paul Smith) and Al Gourley and Albert C Gourley Professional Corporation (a company wholly owned by Al Gourley) have also irrevocably undertaken to vote in favour of the resolutions 3 and 6 to be proposed at the General Meeting.
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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.