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MONTREAL, April 1, 2020
/CNW Telbec/ - Guerrero Ventures Inc. (TSXV: GV) ("Guerrero", "Guerrero Ventures" or
the "Company") is pleased to provide an update on its
previously announced proposed reverse take-over transaction with
funds related to Orion Resource Partners (USA) LP (collectively, "Orion") and
Yamana Gold Inc. and one of its affiliates (collectively,
"Yamana"), which is substantially described in Guerrero's press release dated February 23, 2020.
The proposed transaction will involve the acquisition by
Guerrero from Orion and Yamana of
two portfolios comprising an aggregate of ten royalty, stream and
gold loan assets for total consideration of US$268 million and
US$65 million, respectively, pursuant to definitive purchase
agreements with each of Orion and Yamana dated February 23,
2020. Upon closing of the acquisition and a Concurrent Private
Placement (as defined below) (together, the "Proposed
Transaction"), the Company will satisfy the purchase price
payable to Orion by issuing 396,455,965 common shares to Orion at a
price of C$0.90 per share and will
satisfy the purchase price payable to Yamana by issuing 66,500,000
common shares to Yamana at a price of C$0.90 per share and by paying Yamana
US$20 million in cash (the "Yamana
Cash Consideration"). The Company has the option to pay up to
US$10 million of the Yamana Cash
Consideration through a deferred payment, which will have a term of
two years (subject to early redemption features), bear interest at
an annual rate of 3% and be convertible, at the option of Yamana,
into common shares of the Company at a price of C$0.90 per share. Upon closing of the Proposed
Transaction, the Company intends to change its corporate name to
"Nomad Royalty Company Ltd." ("Nomad").
Shareholders' Meeting
In connection with the Proposed Transaction, Guerrero has called an annual and special
meeting of its shareholders (the "Meeting") to approve,
among other matters, the appointment of the auditor, the election
of directors, who will hold office until closing of the Proposed
Transaction, the change of the corporate name of the Company to
"Nomad Royalty Company Ltd.", amendments to Guerrero's articles to provide for the
appointment of additional directors between annual meetings of
shareholders, ratification of general by-laws and approval of
incentive plans. The Meeting will be held on Tuesday, April 14, 2020 at 10:00 a.m. (eastern time) at the offices of
Fasken Martineau DuMoulin LLP, 800 Victoria Square, Suite 3500,
Montreal, Québec H4Z 1E9. The
Company Expects the Meeting will also be available by way of
telephone conference call, for which the dial-in details shall be
provided in a subsequent press release to be issued by the Company.
In light of the COVID-19 pandemic, shareholders are urged to
participate in the Meeting by telephone and to vote their
shares prior to the Meeting by returning their proxy form or voting
instruction form, voting online or using the toll-free telephone
number set out on their proxy or voting instruction form.
Shareholders participating by telephone will be able to ask
questions but will not be able to vote during the Meeting. In light
of government directives relating to COVID-19, including those
relating to indoor gatherings, attendance for the Meeting at the
Fasken office will be strictly limited.
Private Placement of Subscription Receipts
As part of the Proposed Transaction, Guerrero is pleased to announce that it
expects to close within the next week a first tranche of its
previously announced private placement (the "Private
Placement") of the Company (the "Subscription
Receipts"). On or before the closing of the first tranche of
the Private Placement, the Company will enter into an agency
agreement (the "Agency Agreement") with a syndicate of
securities dealers composed of Scotiabank and BMO Capital Markets
as Joint Bookrunners, CIBC Capital Markets, RBC Capital Markets,
Canaccord Genuity Corp., Desjardins Capital Markets, Haywood
Securities Inc. and National Bank Financial Inc. (collectively, the
"Agents"). Pursuant to the Agency Agreement, the Agents will
offer for sale, on a "best efforts" private placement basis,
subject to all required regulatory approvals, up to C$13.3 million in Subscription Receipts of the
Company at a price of C$0.90 per
Subscription Receipt in each of the provinces of Canada, the United
States (subject to applicable exemptions) and other
jurisdictions in Europe. The
Subscription Receipts will be issued pursuant to a subscription
receipt agreement to be entered into on the closing of the first
tranche of the Private Placement among the Company, the Joint
Bookrunners and Computershare Trust Company of Canada. In connection with the Private
Placement, the Company will pay the Agents a cash fee equal to 6.0%
of the gross proceeds from the Subscription Receipts sold through
them; provided, however, that the commission will be reduced to
3.0% in respect of the gross proceeds realized from sales of
Subscription Receipts to certain pre-identified investors. The net
proceeds from the Private Placement will be used to pay a portion
of the Yamana Cash Consideration and for working capital
purposes.
Directors and Officers of Nomad Royalty Company Ltd.
If the Proposed Transaction is completed, it is expected that
the Board of Directors of Nomad will be reconstituted at the
closing of the Proposed Transaction to be comprised of Vincent Metcalfe, Joseph
de la Plante, each of whom is a nominee for election as a
director of Guerrero at the
upcoming Meeting, and Istvan Zollei, Robin
Weisman, Gerardo Fernandez,
Matthew Gollat and Jamie Porter. Each of Peter McRae, James
Ward, Barry Hildred, Elif
Lévesque and Branden Keast will
concurrently resign from the board on the closing of the Proposed
Transaction. It is expected that the executive management of Nomad
will be comprised of Guerrero's
current executive management team, and that the officers of Nomad
will be Vincent Metcalfe (Chief
Executive Officer), Joseph de la
Plante (Chief Investment Officer) and Elif Lévesque (Chief
Financial Officer and Secretary).
The following are brief biographies of the proposed directors
and executive officers of Nomad:
Vincent Metcalfe – Chief
Executive Officer and Director
Vincent Metcalfe is an
accomplished executive with domestic and international experience
in the metals and mining sector. Prior to his current role as Chief
Executive Officer of the Company, he held a number of officer and
senior executive roles with Toronto Stock Exchange ("TSX")
and New York Stock Exchange ("NYSE") listed resource
companies. As an executive, he helped several companies advance and
develop mining projects. He has extensive shareholder relations
knowledge and proven experience in capital raising, mergers &
acquisitions and financial engineering. Prior to his executive
roles, he advised resource clients with a focus on precious metals,
base metals, and bulk commodities, in both mergers &
acquisitions advisory and financing at large Canadian investment
banks for nearly 10 years. Mr. Metcalfe holds a Bachelor's degree
in Finance from HEC Montréal.
Joseph de la Plante – Chief
Investment Officer and Director
Joseph de la Plante is an
accomplished executive with public company experience in all
aspects of the mine development cycle. Prior to his current role as
Chief Investment Officer of the Company, Mr. de la Plante played a
key role in the creation of Osisko Gold Royalties Ltd. where he led
the execution of more than C$1
billion in financing equity, royalty and stream transactions
and two major transactions in his role as Vice President of
Corporate Development. Prior thereto, he was with Osisko Mining
Corporation through the development, operation and subsequent
C$4.3 billion sale of the Canadian
Malartic mine in 2014 to Yamana Gold Inc. and Agnico
Eagle Mines Ltd. Prior to his executive roles, he advised
resource clients in both mergers & acquisitions and financing
at BMO Capital Markets. Mr. de la Plante also serves on the board
of directors of Aquila Resources Inc., a company listed on the TSX,
and Doré Copper Inc., a company listed on the TSX Venture Exchange
("TSXV"). Mr. de la Plante holds a Bachelor's degree in
Mechanical Engineering from McGill
University.
Elif Lévesque – Chief Financial Officer and
Secretary
Elif Lévesque is a Chartered Professional Accountant with over
20 years of experience in finance, treasury and strategic
management in the Québec gold mining industry. Most recently, she
was Vice President Finance and Chief Financial Officer of Osisko
Gold Royalties Ltd following its creation in June 2014. In that capacity, she was responsible
for leading the efforts to list Osisko on the NYSE and played a key
role in acquisitions of over $1.5
billion in stream and royalty interests as well as equity
and debt financings of over $1
billion. Prior thereto, she held senior roles at Osisko
Mining Corporation from 2008 to 2014, including as Vice President
and Controller, and was part of the management team that grew the
company through the financing and construction of the Canadian
Malartic mine and the eventual sale to Yamana Gold Inc. and Agnico
Eagle Mines Ltd. for $4.3 billion.
She was a winner in the 2018 Aces of Finance competition held by
FEI Canada, Québec Section and was named as one of the "Top 100
global inspirational women in mining", 2018 edition of Women in
Mining, UK. Ms. Lévesque is a member of the board of
directors of Cascades Inc. where she serves on the audit and
finance, corporate governance and nominating committees. She also
serves on the board of directors of Gold Terra Resource Corp. where
she is the chair of its audit committee. Ms. Lévesque has a
Bachelor of Science degree in economics from the Middle East Technical University and an MBA with
honors from Clark University, MA, USA.
She is a member of the Québec CPA Order and a graduate of the
Institute of Corporate Directors.
Istvan Zollei – Director
Istvan Zollei is a Portfolio Manager at Orion Mine Finance, a
mining-focused investment business providing flexible capital
investment solutions to mining companies in the base and precious
metals sector. He currently serves on the board of directors of
Lundin Gold Inc. Prior to joining Orion, Mr. Zollei was an
investment manager for the Red Kite Group's Mine Finance business.
Previously, he worked at Barclays Capital's natural resources
private equity investment group, as Vice President responsible for
executing and managing growth equity investments in the mining,
oil/gas, and power sectors. He also worked as VP of Finance and
Commercial Operations at one of the portfolio companies. Mr. Zollei
started his career at Lehman Brothers' investment banking division.
He earned his Bachelor of Arts from Harvard
College in Economics and his MBA from the Wharton School
(University of Pennsylvania) in Finance
and Management.
Robin Weisman –
Director
Robin Weisman has spent more than
30 years in finance in a variety of industries. Ms. Weisman has
held the position of principal investment officer with the mining
group of the International Finance Corporation, a member of the
World Bank Group, investing in projects in the emerging markets.
Her career has also included experience with Standard Chartered
Bank, Citicorp Investment Bank and CBS Television Network. Ms.
Weisman holds an MBA from the University of
Chicago and a Bachelor of Science degree from the
University of Illinois. Ms. Weisman has
completed the Director Education Program offered by the Institute
of Corporate Directors and currently sits on the board of directors
of two companies listed on the TSX and TSXV in the natural resource
sector, B2Gold Corp. and INV Metals Inc.
Gerardo Fernandez –
Director
Gerardo Fernandez has over 20
years of progressive experience in the mining industry, including
roles in project development, operations, strategic planning, and
business development. Mr. Fernandez is currently Senior
Vice-President Corporate Development at Yamana Gold Inc. where he
has been since 2007 having worked in several leadership positions
in North and South America. Prior
to his current role, Mr. Fernandez held the positions of Senior
Vice President, Operations and Senior Vice President, Projects
& Technical Services at Yamana Gold Inc. Mr. Fernandez holds an
MBA (Nevada, USA) and degrees in
Civil Mining Engineering and BSc. Engineering from the University
of Chile.
Matthew Gollat –
Director
Matthew Gollat is an accomplished
executive with more than 11 years of broad experience in the mining
industry from exploration through development and production. Mr.
Gollat is currently Vice-President, Business Development at Premier
Gold Mines Limited and has worked in various capacities with
increasing responsibility at Premier since 2008. During his tenure
at Premier, he worked on several initiatives including financings,
the creation of, development and spin-out of Premier Royalty
Corporation, as well as key transactions including the Trans-Canada
Property joint venture, the South Arturo acquisition and Mercedes
Mine acquisition and transition. Mr. Gollat holds an Honours
Bachelor of Commerce degree from Lakehead
University and completed the Certificate in Mining Studies
Program through the University of British
Columbia.
Jamie Porter –
Director
Jamie Porter has over 20 years of
progressive experience in the mining industry. Mr. Porter joined
Alamos Gold in 2005 and has served as Alamos' Chief Financial
Officer since 2011. Prior to joining Alamos Gold, Mr. Porter was
Controller and Corporate Secretary for a Central American-based
gold producer, and prior thereto started his career at
PricewaterhouseCoopers LLP. Mr. Porter was a director of Canadian
Feed the Children, a registered charity in Canada, from 2009 to 2016 and currently serves
on the Canada Advisory Board for FM Global. He holds a Bachelor of
Administrative and Commercial Studies degree from the University of Western Ontario and is a Chartered
Professional Accountant in Canada
and the United States.
Principal Shareholders of Nomad
It is expected that the only persons who will hold more than 10%
of Nomad's outstanding common shares after the Proposed Transaction
are: Orion, which will hold 396,455,965 shares (approximately 77.6%
of the then-issued and outstanding shares of Nomad), and Yamana,
which will hold 66,500,000 shares (13.0% of the then-issued and
outstanding shares of Nomad).
Comment on the Potential Material Impact of the Current
COVID-19 Pandemic on the Company
The current COVID-19 global health pandemic is significantly
impacting the global economy and commodity and financial markets.
The full extent and impact of the COVID-19 pandemic is unknown and
to date has included extreme volatility in financial markets, a
slowdown in economic activity, extreme volatility in commodity
prices (including gold) and has raised the prospect of an extended
global recession. The international response to COVID-19 has led to
significant restrictions on travel, temporary business closures,
quarantines and a general reduction in consumer activity, globally.
As well, as efforts are undertaken to slow the spread of the
COVID-19 pandemic, the operation and development of mining projects
may be impacted. To date, a number of mining projects have been
suspended as cases of COVID-19 have been confirmed, for
precautionary purposes or as governments have declared a state of
emergency or taken other actions.
If the operation or development of one or more of the properties
in which the Company will hold a royalty, stream or other interest
following the Proposed Transaction and from which it will receive
or expect to receive significant revenue is suspended or the
development is delayed for precautionary purposes or as governments
declare states of emergency or other actions are taken in an effort
to combat the spread of COVID-19, it may have a material adverse
effect on the Company's profitability, results of operations,
financial condition and the trading price of the Company's
securities, and such material adverse effect may be experienced for
a prolonged period of time. The Company has been advised that the
operations at the Woodlawn project
of Heron Resources Limited in Australia were suspended and that the project
was put into care and maintenance for an initial period of 30 days.
In addition, Equinox Gold Corp. announced on March 27, 2020 that it has temporarily suspended
mining activities for 15 days at the Riacho dos Machados mine in
Minas Gerais State, Brazil and the
mill will continue to operate and process lower-grade ore
stockpiles until the restrictions related to COVID-19 imposed by
local government are lifted and mining recommences. Premier Gold
also announced on April
1st 2020 that it has temporarily suspended mining
activities at the Mercedes mine in response to the Mexican federal
government's mandate that all non-essential businesses temporarily
suspend operations until April
30th, 2020. The development of the Blyvoor Gold
Mine in South Africa has also been
temporarily impacted due to the COVID-19 pandemic. The Company
plans to acquire stream or royalty interests in the foregoing
projects in connection with the Proposed Transaction.
The broader impact of the COVID-19 pandemic on investors,
businesses, the global economy or financial and commodity markets
may also have a material adverse impact on the Company's
profitability, results of operations, financial conditions and the
trading price of the Company's securities.
About Guerrero Ventures
Guerrero is a publicly listed
company with a focus on acquiring mineral assets that will provide
the opportunity to enhance shareholder value.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, TSX Venture Exchange
acceptance and if applicable, disinterested shareholder approval.
Where applicable, the Proposed Transaction cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular dated March
19, 2020 or the filing statement to be prepared in
connection with the Proposed Transaction, any information released
or received with respect to the Proposed Transaction, including the
acquisitions and private placement described above, may not be
accurate or complete and should not be relied upon. Trading in
the securities of the Company should be considered highly
speculative.
Neither the 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.
Investors are cautioned that, except as disclosed in the
Company's public filings, any information released or received with
respect to the Proposed Transaction may not be accurate or complete
and should not be relied upon.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
Notice on Forward-looking Statements
This news release
contains statements that may constitute "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Forward-looking information may include, among others,
statements regarding the future plans, costs, objectives or
performance of the Company and its business, or the assumptions
underlying any of the foregoing. In this news release, words such
as "may", "would", "could", "will", "likely", "believe", "expect",
"anticipate", "intend", "plan", "estimate" and similar words and
the negative form thereof are used to identify forward-looking
statements. Forward-looking statements should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether, or the times at or
by which, such future performance will be achieved. The
forward-looking events and circumstances discussed in this release,
including completion of the Proposed Transaction, may not occur and
could differ materially as a result of known and unknown risk
factors and uncertainties affecting the Company, including risks
regarding royalty, stream and gold loan assets, risks related to
COVID-19, the ability of the Company's management to manage and to
operate the business of the Company, and the equity markets
generally. Forward-looking information is based on information
available at the time and/or management's good-faith belief with
respect to future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond the control of the Company. These risks,
uncertainties and assumptions include, but are not limited to,
those that will be described in the Company's continuous disclosure
documents to be filed, and which will be available, on SEDAR at
www.sedar.com, and could cause actual events or results to differ
materially from those projected in any forward-looking statements.
The Company does not intend, nor does it undertake any obligation,
to update or revise any forward-looking information contained in
this news release to reflect subsequent information, events or
circumstances or otherwise, except if required by applicable
laws.
SOURCE Guerrero Ventures Inc.