TIDMTRR
RNS Number : 5627V
Trident Royalties PLC.
14 December 2021
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.
14 December 2021
Trident Royalties Plc
("Trident" or the "Company")
Result of Placing and Primary Bid Offer
Trident Royalties Plc (AIM:TRR, FSX:5KV), the growth-focused
mining royalty and streaming company, announces that further to the
announcements made yesterday regarding the proposed placing and
subscriptions (the "Placing"), and retail offer (the "Retail
Offer") (together, the "Fundraising"), the Company has raised total
gross proceeds of approximately GBP30.2 million (approximately
US$40.0 million) from the issuance of 84,000,000 new ordinary
shares at a price of 36 pence per share (the "Placing Price").
The Fundraising is being conducted in two tranches:
-- A firm placing allocation of 70,881,943 new ordinary shares
in the Company at the Placing Price, conditional inter alia on
their admission to trading on AIM ("Firm Placing Shares").
-- A conditional allocation of 13,118,057 new ordinary shares in
the Company ("Conditional Placing Shares") at the Placing Price,
conditional upon, inter alia, shareholder approval at a general
meeting of shareholders to be held on or around 10 January 2022
(the "General Meeting") and their admission to trading on AIM (the
"Conditional Placing").
Tamesis Partners LLP, Ashanti Capital Pty Ltd and Stifel
Nicolaus Europe Limited acted as Joint Bookrunners in relation to
the Placing. The Retail Offer was conducted by the PrimaryBid
platform.
All of the placees will receive Firm Placing Shares other than
one placee who will receive Firm Placing Shares and Conditional
Placing Shares and the Directors will only receive Conditional
Placing Shares.
The Fundraising proceeds will part fund the acquisition of a
portfolio of cash generative gold offtake contracts (the
"Acquisition") as announced yesterday, for a total consideration of
US$69.75 million, while maintaining a strong balance sheet for the
acquisition of further royalty and streaming assets.
Adam Davidson, Chief Executive Officer of Trident commented:
"I am thrilled with the support we have received from both
institutional and retail investors, demonstrating strong support
for our business model and the attractiveness of the Acquisition.
Following strong demand we have increased the size of the
Fundraising, which will provide additional capital for future
royalty and stream acquisitions.
"The offering was well supported by both existing and new
shareholders, seeing a number of leading institutional shareholders
join our register.
"The funds raised will primarily be used for the acquisition of
a portfolio of producing gold offtake streams from Orion Resource
Partners, which is the most significant transaction we have
completed to date and materially increases our scale and
diversification, crucially providing immediate and significant cash
flow to support our future growth and in due course and appropriate
dividend policy. With our strong balance sheet, we look forward to
updating shareholders on further pipeline opportunities."
Director Participation
The following directors of the Company have agreed to
participate in the Placing through subscriptions on the same terms
as other investors although all directors will participate only in
the Conditional Placing.
Director Number of Number of Holding of Percentage
existing ordinary Conditional Ordinary Shares of enlarged
shares Placing Shares on admission issued share
to be subscribed of the Conditional capital on
for Placing Shares admission
of the Conditional
Placing Shares
(%)
Paul Smith
(1) 3,317,000 839,842 4,156,842 1.46%
------------------- ------------------ -------------------- --------------------
Albert (Al)
Gourley(2) 6,327,027 1,035,000 7,362,027 2.57%
------------------- ------------------ -------------------- --------------------
Adam Davidson 130,000 52,490 182,490 0.06%
------------------- ------------------ -------------------- --------------------
Helen Pein 9,009 69,444 78,453 0.03%
------------------- ------------------ -------------------- --------------------
(1) Subscribed for and include shares owned by Collingwood
Capital AG, a company of which Mr Smith is sole shareholder
(2) Subscribed for and include shares owned by, Albert C Gourley
Professional Corporation, a company of which Mr Gourley is the sole
shareholder
Mr Smith, Mr Gourley, Mr Davidson and Ms Pein, who are directors
of the Company, are each a related party of the Company for the
purposes of Rule 13 of the AIM Rules for Companies and have
participated in the Fundraise by subscribing in the Conditional
Placing for 839,842 Ordinary Shares,1,035,000 Ordinary Shares,
52,490 Ordinary Shares and 69,444 Ordinary Shares respectively.
These constitute related party transactions under Rule 13 of the
AIM Rules for Companies.
Mr Bacchus, being the independent director of the Company
considers, having consulted with the Company's nominated adviser,
Grant Thornton UK LLP, that the terms of the participation in the
Fundraise by Mr Smith, Mr Gourley, Ms Pein and Mr Davidson are fair
and reasonable insofar as the Company's shareholders are
concerned.
Admission and Total Voting Rights
Admission of the Conditional Placing Shares to trading on AIM is
conditional on shareholder approval at a General Meeting of the
Company. A further announcement regarding the General Meeting will
be made in due course.
Application for admission to trading on AIM of the Firm Placing
Shares ("Admission") has been made to the London Stock Exchange and
it is expected that Admission will become effective and trading
will commence at 8.00 a.m. on 20 December 2021.
After Admission, the total number of Ordinary Shares in issue
will be 251,592,413 and the total number of voting rights will
therefore be 251,592,413. This figure may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Company's 'Launch of Placing' announcement released yesterday, 13
December 2021.
** Ends **
Contact details:
Trident Royalties Plc www.tridentroyalties.com
Adam Davidson +1 (757) 208-5171
Grant Thornton (Nominated Adviser) www.grantthornton.co.uk
Colin Aaronson / Samantha Harrison +44 020 7383 5100
----------------------------
Tamesis Partners LLP (Financial www.tamesispartners.com
Adviser, Joint Bookrunner) +44 20 3882 2868
Richard Greenfield
----------------------------
Stifel Nicolaus Europe Limited (Joint www.stifelinstitutional.com
Bookrunner) +44 20 7710 7600
Callum Stewart / Ashton Clanfield
----------------------------
Ashanti Capital Pty Ltd (Joint Bookrunner) www.ashanticapital.com.au
Rob Hamilton +61 8 6169 266
----------------------------
St Brides Partners Ltd (Financial www.stbridespartners.co.uk
PR & IR) +44 20 7236 1177
Susie Geliher / Catherine Leftley
----------------------------
About Trident
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.
Forward-looking Statements
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.
IMPORTANT NOTICES
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 Announcement) as a client in relation to any
information in this Announcement 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 Announcement) as a client in
relation to any information in this Announcement 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.
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END
ROIFZMMZVDNGMZG
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