/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, July 28, 2020 /CNW/ - Elemental Royalties
Corp. ("Elemental") (formerly Fengro Industries Corp.
("Fengro")) (TSXV: ELE) is pleased to announce the closing
of its previously announced business combination resulting in the
reverse takeover of Fengro by Elemental Royalties Limited (the
"Transaction").
The Transaction
Effective July 27, 2020, as a
condition to the completion of the Transaction, Fengro changed its
name to "Elemental Royalties Corp." and consolidated its share
capital (the "Consolidation") on the basis of 209 (old)
common shares for 1 (new) common share. Immediately following the
Consolidation, Fengro had an aggregate of 753,706 common shares
outstanding.
Pursuant to the terms of the Transaction all outstanding
securities of Elemental Royalties Limited, a British Virgin Island
company, were exchanged (the "Share Exchange") for
post-Consolidation securities of Elemental on a 4.8114 for 1 basis,
resulting in 22,664,788 Elemental common shares being issued
to former shareholders of Elemental Royalties Limited. Further
details regarding the Transaction can be found in the Filing
Statement (the "Filing Statement") dated July 15, 2020 and filed under Elemental's profile
on SEDAR at www.sedar.com.
The parties to the Transaction have made their final submission
to the TSX Venture Exchange (the "Exchange") in connection
with the Exchange's issuance of its listing bulletin.
It is anticipated that the common shares of Elemental will
commence trading on the TSXV under the ticker symbol "ELE" on
July 30, 2020.
Subscription Receipt Financing
As previously announced June 10,
2020, Fengro and 1249739 B.C.
Ltd., a wholly-owned British
Columbia subsidiary of Elemental Royalties Limited ("ERL
Finco"), completed a brokered subscription receipt financing in
connection with the Transaction for combined aggregate gross
proceeds of $23,969,029.50 (the
"Offering"). Canaccord Genuity Corp., acted as lead agent
and sole bookrunner, together with Haywood Securities Inc. and
Sprott Capital Partners LP.
Pursuant to the Offering, ERL Finco issued 17,713,615
subscription receipts ("ERL Finco Subscription Receipts")
and Fengro issued 724,100 subscription receipts (each, a "Fengro
Subscription Receipt"). Following the satisfaction today of the
escrow release conditions, each of the ERL Finco Subscription
Receipts and the Fengro Subscription Receipts automatically
converted, on a 1 for 1 basis, into post-Consolidation common
shares of Elemental. The common shares of Elemental issued upon
conversion of the Fengro Subscription Receipts are subject to the
remaining balance of the statutory four month hold period, ending
October 11, 2020. Proceeds of
the Offering have been released from escrow. Following the
completion of the Share Exchange and the conversion of the ERL
Finco Subscription Receipts and Fengro Subscription Receipts,
41,856,209 post-Consolidation common shares of Elemental are issued
and outstanding.
Escrowed Shares
On completion of the Transaction, certain principals of
Elemental have entered into a Tier 1 Value Escrow Agreement with
the Exchange and Computershare Trust Company of Canada, as escrow agent, in respect of
8,883,783 Elemental common shares and 2,760,109 performance share
units. Under the terms of the Escrow Agreement, 25% of such
escrowed securities were released upon closing with subsequent 25%
releases occurring 6, 12, and 18 months from closing.
Board of Directors and Executive Management
Each of the directors and officers of Fengro resigned their
positions concurrent with the completion of the Transaction and the
following individuals were appointed as directors and officers of
Elemental:
Frederick
Bell
|
-
|
Chief Executive
Officer and Director
|
Peter
Williams
|
-
|
Director
|
Martin
Turenne
|
-
|
Director
|
John
Robins
|
-
|
Director
|
Matt
Anderson
|
-
|
Chief Financial
Officer
|
Greg Owen
|
-
|
Vice President,
Operations
|
Richard
Evans
|
-
|
Senior Vice
President, Technical
|
Auditors
Concurrent with the closing of the Transaction,
PricewaterhouseCoopers LLP has been appointed auditors of
Elemental.
Additional Information for Shareholders
Elemental's transfer agent, Computershare Trust Company of
Canada ("Computershare"),
will be mailing Direct Registration System statements to all former
Elemental Royalties Limited shareholders (other than for those that
are required to be in certificated form) setting out each holder's
shareholdings. The ISIN number for Elemental common shares is
CA28619L1076.
Former holders of pre-Consolidation common shares of Fengro will
be receiving by mail, from Computershare, a letter of transmittal
with instructions on how to remit your former Fengro common shares
for post-Consolidation Elemental common shares.
For further information, please refer to the Filing Statement
posted to Elemental's issuer profile on SEDAR at www.sedar.com, as
well as the press releases dated November 5,
2019, April 30, 2020,
May 21, 2020, June 8, 2020, June 10,
2020 and July 17, 2020.
About Elemental
Elemental is a precious metals royalty company with a portfolio
of producing and exploration assets spanning Burkina Faso, Chile, Mexico, Kenya
and Western Australia.
On behalf of Elemental Royalties Corp.
Frederick Bell
Disclaimer
Investors are cautioned that, except as disclosed in the
Filing Statement prepared in connection with the Transaction, any
information released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of Elemental should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the
Transaction or the Offering and has neither approved nor
disapproved the contents of this news release.
Neither the TSX Venture Exchange Inc. nor its Regulation
Service Provider (as that term is defined in the policies of the
TSX Venture Exchange Inc.) accepts responsibility for the adequacy
or accuracy of this press release.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities in any
jurisdiction. Any securities referred to herein have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent
registration or an applicable exemption from the registration
requirements of the United States Securities Act of 1933, as
amended, and applicable state securities laws.
Forward-Looking Statements
This press release may contain certain forward-looking
information and statements ("forward-looking information") within
the meaning of applicable Canadian securities legislation, that are
not based on historical fact, including without limitation
statements containing the words "believes", "anticipates", "plans",
"intends", "will", "should", "expects", "continue", "estimate",
"forecasts" and other similar expressions. Readers are cautioned to
not place undue reliance on forward-looking information. Actual
results and developments may differ materially from those
contemplated by these statements. Elemental undertakes no
obligation to comment analyses, expectations or statements made by
third-parties in respect of Elemental, its securities, or financial
or operating results (as applicable). Although Elemental believes
that the expectations reflected in forward-looking information in
this press release are reasonable, such forward-looking information
has been based on expectations, factors and assumptions concerning
future events which may prove to be inaccurate and are subject to
numerous risks and uncertainties, certain of which are beyond
Elemental's control, including the risk factors discussed in the
Filing Statement which are incorporated herein by reference and are
available through SEDAR at www.sedar.com. The forward-looking
information contained in this press release are expressly qualified
by this cautionary statement and are made as of the date hereof.
Elemental disclaims any intention and has no obligation or
responsibility, except as required by law, to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise.
Share numbers noted in this press release may not match the
numbers disclosed in the Filing Statement due to rounding pursuant
to the process of completing the Consolidation and the exchange of
Elemental Royalties Limited securities for post-Consolidation
common shares.
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SOURCE Elemental Royalties Corp.