NATIONS ROYALTY COMPLETES ACQUISITION OF
NISGA'A ROYALTY PORTFOLIO
VANCOUVER and GITLAXT'AAMIKS, BC,
June 20,
2024 /CNW/ - Nations Royalty Corp. ("Nations
Royalty" or the "Company") is proud to announce the
approval for listing on Tier 2 of the TSX Venture Exchange
("TSXV") as an investment company, under the symbol
"NRC", effective at the open of market on June 21, 2024. Upon listing, Nations Royalty will
have 144,730,637 common shares issued and outstanding, of which,
132,852,500 common shares will be subject to Tier 2 Value
Escrow.
With a foundation of Nisga'a Nation's five royalties in four
agreements, Nations Royalty's vision is to unite First Nations and
Indigenous groups across Canada
and internationally, welcoming external investors to join the
Company as shareholders. Together, they will combine royalties,
income and commodity streams and annual benefit payment
entitlements from resource projects, tapping into the growth,
diversification and value potential typical of publicly traded
royalty companies. As a leader in the spirit of economic
reconciliation, Nations Royalty's mission includes capacity
building of Indigenous People in public companies and capital
markets.
Eva Clayton, President of
Nisga'a Lisims Government, stated: "our shareholding in Nations
Royalty is an important step in optimizing Nisga'a's value in the
Tier 1 mines and development projects located in the Golden
Triangle. Nations Royalty's vision presents a unique opportunity
for the Nisga'a Nation, other First Nations and Indigenous groups,
and investors to access a portfolio encompassing precious and
critical metal mines, oil and gas ventures, and renewable energy
projects. With guidance from renowned mining entrepreneur,
Frank Giustra, our ambition is to
grow Nations Royalty into one of the top global royalty
companies."
Rob McLeod, Interim CEO of
Nations Royalty, stated: "we are incredibly grateful to the
Nisga'a Lisms Government for tirelessly advancing Nations Royalty
to this important juncture. Nisga'a have always been leaders. From
the legal advocacy for Aboriginal Rights and Title, icons like the
legendary Frank Calder, the first
indigenous person ever elected to any legislative body in
Canada, and the first modern
Treaty in British Columbia. Now,
they are the founders of the largest majority indigenous-owned
public company in Canada. Royalty
companies have been the crown jewel of the mining space over the
past two decades; we have the first-mover advantage and look
forward to creating significant value for all investors in Nations
Royalty."
The Transaction
The Company has completed the previously announced acquisition
from the Nisga'a Nation of the rights to receive five annual
benefit payment entitlements (the "Annual Payments").
Details of the Transaction and the Annual Payments can be found in
the Company's Filing Statement dated June
14, 2024, prepared in connection with the Transaction and
filed on SEDAR+. The Annual Payments in place are in
respect to the following properties:
- The high-grade Brucejack gold mine operated by Pretium
Resources Inc., a wholly-owned indirect subsidiary of Newmont
Corporation, a large underground gold mine;
- The KSM Copper-Gold-Silver-Molybdenum deposit, currently
in development by Seabridge Gold Inc.;
- The Premier Gold Project, currently being commissioned
by Ascot Resources Ltd. with first gold poured in April, 2024 and
commercial production scheduled for Q3 2024;
- The Red Mountain Gold Deposit, owned by Ascot Resources
Ltd.; and
- The Kitsault Molybdenum Deposit, a large, fully
permitted brownfield site owned and being actively advanced by New
Moly LLC, majority-owned by Resource Capital Fund VI L.P.
In connection with closing of the Transaction, the Board of
Directors of the Company (the "Board") has been
reconstituted to consist of Collier Azak, Edward Clayton, Debra Febril, Saga Williams, Rob
McLeod and Alex Morrison.
Detailed biographies of each of these persons, and information on
the officers of the Company, can be found in the Company's Filing
Statement.
Pursuant to the Transaction, the Company issued an aggregate of
111,100,000 common shares to the Nisga'a Nation, resulting in the
Nisga'a Nation holding approximately 76.76% of the outstanding
shares of the Company. In addition, the Company issued an aggregate
of 11,111,112 common shares to the subscribers on the concurrent
financing at $0.90 per common
share.
An aggregate of 113,419,000 common shares (which includes the
common shares issued to the Nisga'a Nation) and all options held by
principals of the Company have been placed into a value security
escrow agreement and are subject to the TSXV value security
three-year staged release schedule. In addition, the 111,100,000
common shares issued to the Nisga'a Nation, and 21,752,500 of the
previously issued common shares of the Company are all subject to
voluntary pooling restrictions with 5% released on listing, subject
to TSXV seed share value escrow resale restrictions, all of which
are set out in more detail in the Company's Filing Statement.
In connection with the Transaction, the Company has entered into
a shareholder rights agreement with the Nisga'a Nation pursuant to
which the Nisga'a Nation is entitled to: (i) nominate four persons
to the Board so long as it owns 50% or more of the issued and
outstanding shares of the Company; (ii) nominate three persons so
long as it owns 33% or more and less than 50% of the outstanding
shares, (iii) nominate two persons so long as it owns 20% or more
and less than 33% of the outstanding shares; and (iv) nominate one
person so long as it owns 10% or more and less than 20% of the
outstanding shares. At such time as the Nisga'a Nation owns less
than 10% of the outstanding shares, it shall have no further right
to nominate persons to the Board. In addition, so long as the
Nisga'a Nation owns greater than 20% of the outstanding shares of
the Company, the Company cannot increase the size of its Board
beyond seven members without the prior consent of the Nisga'a
Nation.
Immediately prior to closing of the Transaction, the Nisga'a
Nation did not hold any shares of the Company. Pursuant to the
Transaction, the Nisga'a Nation acquired ownership of an aggregate
of 111,100,000 common shares at a deemed price of $0.90 per share in consideration for the
assignment of the Royalties. The common shares acquired represent
76.76% of the outstanding shares of the Company on closing of the
Transaction. The Nisga'a Nation does not hold any securities
convertible into common shares. The shares were acquired for
investment purposes. The Nisga'a Nation may in the future acquire
or dispose of securities of the Company, through the market,
privately or otherwise, as circumstances or market conditions
warrant. An early warning report will be filed by the Nisga'a
Nation in accordance with applicable securities laws.
In addition, the Company has granted an aggregate of 10,000,000
stock options to directors, officers, consultants and employees of
the Company and to certain charitable organizations. The options
are exercisable at a price of $0.90
per share for a period of five years from the date of grant.
About Nations Royalty
Corp.
The Company's vision is to grow into a top global royalty
company, specializing in indigenous-owned royalties and revenue
streams in precious metals and critical minerals, oil and gas and
renewable energy.
On behalf of the Board of Directors of Nations Royalty
Corp.
"Robert McLeod"
Interim Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Statement Regarding
Forward-Looking Information
Except for the statements of historical fact, this news
release contains "forward-looking information" within the meaning
of applicable Canadian securities legislation. When used in this
news release, the words "estimate", "project", "belief",
"anticipate", "intend", "expect", "plan", "predict", "may" or
"should" and the negative of these words, or variations thereon or
comparable terminology are intended to identify forward-looking
statements and information. The forward-looking statements and
information in this news release include information relating to:
the business plans and objectives of the Company including the
Company's plans to obtain additional royalties, income
and commodity streams and annual benefit payment entitlements or to
partner with other First Nations or Indigenous Groups throughout
the world. Such forward-looking information is based on the
Company's expectations, estimates and projections as at the date of
this news release.
By their nature, forward-looking statement involve known and
unknown risks, uncertainties and other factors, which may cause
actual result, performance or achievements to differ materially
from those expressed or implied by such statements, including but
not limited to: the potential inability of the Company to continue
as a going concern, risks associated with potential governmental
and/or regulatory action with respect to the Company's operations,
the potential inability of the Company to implement its business
plan going forward, and failure to achieve the proposed benefits of
the Transaction, . Such statements and information reflect the
current view of the Company and are based on information currently
available to the Company. In connection with the forward-looking
information contained in this news release, the Company has made
assumptions about the Company's ability to execute on its business
plans. The Company has also assumed that no significant events will
occur outside the Company's normal course of business. Although the
Company believes that the assumptions inherent in the
forward-looking information are reasonable, forward-looking
information is not a guarantee of future performance and
accordingly undue reliance should not be put on such information
due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on
which it is made and, except as may be required by applicable
securities laws, the Company disclaims any intent or obligation to
update any forward-looking information, whether as a result of new
information, future events or results or otherwise.
SOURCE Nations Royalty Corp.