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Free Writing Prospectus dated May 29, 2020
Filed
pursuant to Rule 433
Relating to the Prospectus Supplement dated May 29, 2020
Registration Statement No. 333-233589
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PRICING OF SECONDARY OFFERING
May 29, 2020, Vancouver, British Columbia
– Maverix Metals Inc. (NYSE American & TSX: MMX) (the “Company” or “Maverix”) and Pan American
Silver Corp. (NASDAQ & TSX: PAAS) (“Pan American”) are pleased to announce that further to the previously announced
overnight marketed secondary offering of common shares of Maverix held by Pan American (the “Common Shares”), they
have entered into an underwriting agreement with a syndicate of underwriters co-led by Raymond James Ltd., as sole bookrunner,
and PI Financial Corp., and including National Bank Financial Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion
Securities Inc., Scotia Capital Inc. and Stifel GMP (collectively, the
“Underwriters”), to sell 9,000,000 Common Shares
(the “Secondary Offering”) at a price of US$4.40 per Common Share (the
“Offering Price”) for gross
proceeds of US$39,600,000. Pan American has granted the Underwriters an option (the “Over-Allotment Option”), exercisable
in whole or in part, for a period of 30 days following the closing of the Secondary Offering, to purchase up to an additional
1,350,000 Common Shares of Maverix currently held by Pan American at the Offering Price. If the Over-Allotment Option is exercised
in full, the total gross proceeds to Pan American will be US$45,540,000.
Pan American will pay the Underwriters
a cash commission equal to 4.0% of the gross proceeds of the Secondary Offering, including proceeds received from the exercise
of the Over-Allotment Option, at the closing of the Secondary Offering.
The Secondary Offering will be made by
way of a prospectus supplement to the Company’s existing U.S. registration statement on Form F-10 (the “Registration
Statement”) and Canadian short form base shelf prospectus (the “Base Shelf Prospectus”), each dated September
13, 2019. The prospectus supplement relating to the Secondary Offering will be filed with the securities commissions in each of
the provinces of Canada (other than Québec) and the United States Securities and Exchange Commission. The Secondary Offering
has not been approved or disapproved by any regulatory authority, nor has any such authority passed on the accuracy or adequacy
of the prospectus supplement.
The Secondary Offering is expected to close
on or about June 5, 2020. Pan American has agreed, subject to certain limited exceptions, not to sell any Common Shares or other
securities of Maverix for a period of 90 days from the closing of the Secondary Offering.
As previously announced, Pan American has
notified Maverix of its intention to exercise 8,250,000 common share purchase warrants (the “Warrants”) on closing
of the Secondary Offering. Upon exercise of the Warrants, Maverix would receive proceeds of approximately US$15.6 million and in
conjunction with the completion of the Secondary Offering, Pan American would continue to own 26,833,500 common shares of Maverix,
representing an approximate 21.0% ownership interest in Maverix, before exercise of the Over-Allotment Option. If the Over-Allotment
Option is exercised in full, Pan American would own 25,483,500 common shares of Maverix, representing an approximate 19.9% ownership
interest in Maverix.
The U.S. prospectus supplement (together
with a related Registration Statement) is available on the SEC's website at www.sec.gov and the Canadian prospectus supplement
(together with the related Base Shelf Prospectus) is available on the SEDAR website maintained by the Canadian Securities Administrators
at www.sedar.com. Alternatively, copies of the prospectus supplement relating to the Secondary Offering may be obtained, when
available, from: Raymond James Ltd., by email at ecm-syndication@raymondjames.ca, and PI Financial Corp., by email at syndication@pifinancial.com.
About Maverix
Maverix is a gold-focused royalty and streaming
company with a globally diversified portfolio of over 100 assets. Maverix’s mission is to increase per share value by continuing
to add new precious metals royalties and streams. Its shares trade on both the NYSE American and the Toronto Stock Exchange under
the symbol “MMX”.
About Pan American
Pan American owns and operates silver and
gold mines located in Mexico, Peru, Canada, Argentina and Bolivia. We also own the Escobal mine in Guatemala that is currently
not operating. As the world's second largest primary silver producer with the largest silver reserve base globally, we provide
enhanced exposure to silver in addition to a diversified portfolio of gold producing assets. Pan American has a 25-year history
of operating in Latin America, earning an industry-leading reputation for corporate social responsibility, operational excellence
and prudent financial management. We are headquartered in Vancouver, B.C. and our shares trade on NASDAQ and the Toronto Stock
Exchange under the symbol "PAAS".
For further information, please contact:
Maverix Metals Inc.
Daniel O’Flaherty
CEO & Director, or
Ryan McIntyre
President
Phone: (604) 343-6225
Email: info@maverixmetals.com
Pan American Silver Corp.
Siren Fisekci
VP, Investor Relations & Corporate Communications
Phone: (604) 806-3191
Email: ir@panamericansilver.com
Cautionary note regarding forward-looking statements
This release contains certain
“forward looking statements” and certain “forward-looking information” as defined under applicable
Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of
forward-looking terminology such as “may”, “will”, “should”, “expect”,
“intend”, “estimate”, “anticipate”, “believe”, “continue”,
“plans” or similar terminology. The forward-looking information contained herein is provided for the purpose of
assisting readers in understanding management’s current expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information
include, but are not limited to, statements with respect to the Secondary Offering; and Pan American Silver Corp.’s
notification of its intention to exercise the Warrants. Forward-looking statements and information are based on forecasts of
future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be
reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual
actions, events or results to be materially different from those expressed or implied by such forward-looking information,
including but not limited to: the impact of general business and economic conditions; the absence of control over mining
operations from which Maverix will purchase gold and other metals or from which it will receive royalty payments and risks
related to those mining operations, including risks related to international operations, government and environmental
regulation, delays in mine construction and operations, actual results of mining and current exploration activities,
conclusions of economic evaluations and changes in project parameters as plans continue to be refined; the potential impact
of epidemics, pandemics or other public health crises, including the current outbreak of the novel coronavirus known as
COVID-19, on Maverix’s business, operations and financial condition and the mining operations from which Maverix will
purchase gold and other metals or from which it will receive royalty payments, accidents, equipment breakdowns, title
matters, labor disputes or other unanticipated difficulties or interruptions in operations; problems inherent to the
marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for
unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at
such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting
existing tax legislation or enacting new tax legislation in a way which adversely affects Maverix; stock market volatility;
regulatory restrictions; liability, competition, loss of key employees, as well as those risk factors discussed in the
section entitled “Risk Factors” in Maverix’s annual information form and Form 40-F, each dated March 23,
2020 available at www.sedar.com and www.sec.gov, respectively. Maverix has attempted to identify important factors that could
cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that
cause results not to be as anticipated, estimated or intended. 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 are advised not to place undue reliance on forward-looking statements or information. Maverix undertakes
no obligation to update forward-looking information except as required by applicable law. Such forward-looking information
represents management's best judgment based on information currently available.
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