F-1/A 1 formf-1a.htm

 

As filed with the Securities and Exchange Commission on March 2, 2021.

 

Registration Statement No. 333-252036

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Amendment No. 5 to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

GOLD ROYALTY CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Canada   1040   Not Applicable

(State or other jurisdiction of

incorporation or organization)

  (Primary Standard Industrial
Classification Code Number)
 

(I.R.S. Employer

Identification No.)

 

 

 

1030 West Georgia Street, Suite 1830

Vancouver, BC V6E 2Y3

(604) 396-3066

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

C T Corporation System

28 Liberty Street

New York, New York 10005

(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Rick A. Werner, Esq.   Rod Talaifar, Esq.   Joseph A. Smith, Esq.   Steven D. Bennett, Esq.
Haynes and Boone, LLP   Sangra Moller LLP   Ellenoff Grossman & Schole LLP   Stikeman Elliott LLP
30 Rockefeller Plaza   1000 Cathedral Place   1345 Avenue of the Americas   5300 Commerce Court West
26th Floor   925 West Georgia Street   11th Floor   199 Bay Street
New York, New York 10112   Vancouver, BC, Canada V6C 3L2   New, York, New York 10105   Toronto, Ontario Canada, M5L 1B9
Tel: +1 212 659-7300   Tel: +1 604 662-8808   Tel: +1 212 370-7889   Tel: +1 416 869-5205

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
       
Non-accelerated filer [X] Smaller reporting company [X]
       
    Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [  ]

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities To Be Registered    

Proposed

Maximum
Aggregate

Offering Price(1)(2)(3)

     

Amount of

Registration Fee

 
Units, each consisting of one common share, no par value, and one-half warrant   $ 92,000,000     $ 10,037.20  
(1) Common shares included as part of the Units           (4)
(2) Warrants included as part of the Units           (4)
Common shares issuable upon exercise of the warrants   $ 69,000,000     $ 7,527.90  
Total   161,000,000     $ 17,565.10 (5)

 

 

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended, referred to as the “Securities Act.”
(2)

Includes the aggregate offering price of additional common shares and/or warrants to purchase common shares that the underwriters have the option to purchase, if any.

(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4) No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act.

(5)

Previously paid.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MARCH 2, 2021

 

Units, each consisting of one Common Share and
one-half of one Warrant to purchase one Common Share

 

$80,000,000

 

 

 

16,000,000 Units

 

GOLD ROYALTY CORP.

 

 

 

This is the initial public offering of our securities in the United States. We are offering 16,000,000 units, or the “units,” with each unit having an offering price of $5.00 and consisting of (i) one common share, no par value per share, and (ii) one-half (1/2) warrant to purchase a common share, or the “warrants.” Each whole warrant entitles the holder thereof to purchase one common share at a price of $7.50 per share, subject to adjustment as described in this prospectus. Only whole warrants are exercisable.

 

Prior to this offering, no public market has existed for our common shares or warrants. We have applied to list our common shares and warrants on the NYSE American under the symbols “GROY” and “GROY WS,” respectively.

 

We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, will be subject to reduced public company reporting requirements for this prospectus and future filings.

 

GoldMining Inc., our parent company and majority shareholder, controls approximately 88% of the voting power of our common shares, and we are therefore a “controlled company” as defined in the NYSE American Company Guide. However, even if we qualify as a “controlled company,” we do not intend to rely on the controlled company exemptions provided in the NYSE American Company Guide.

 

Investing in our securities is speculative and involves a high degree of risk. See “Risk Factors” beginning on page 14 for a discussion of information that you should consider before investing in our securities.

 

 

 

    Per unit    Total 
Initial public offering price(1)  $

5.00

   $

80,000,000

 
Underwriting discounts and commissions(2)  $0.35   $

5,600,000

 
Proceeds to us, before expenses  $

4.65

   $74,400,000 

 

(1)

The initial public offering price and underwriting discount corresponds to an initial public offering price per unit of $5.00.

   
(2)

Represents underwriting discount and commissions equal to 7.0% of the aggregate purchase price paid by the underwriters to us per unit. A reduced underwriting discount of 2.0% will be payable on the gross proceeds of up to $26,400,000 of the offering sold to certain purchasers and thereafter the full 7.0% discount will apply. We have also agreed to reimburse the representatives of the underwriters for certain of their expenses. See “Underwriting” for additional information regarding total underwriter compensation.

 

We have granted the underwriters the right to purchase up to an additional 2,400,000 common shares and/or warrants to purchase up to 1,200,000 common shares to cover over-allotments, if any. The underwriters can exercise this right at any time within 30 days after the date of this prospectus. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $6,440,000, and the total proceeds to us, before expenses, will be $85,560,000.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The underwriters expect to deliver the units against payment in New York, New York on or about           , 2021.

 

 

 

H.C. Wainwright & Co.   BMO Capital Markets

 

CIBC Capital Markets Haywood Securities Raymond James (USA) Ltd.

 

Roth Capital Partners Scotiabank Sprott TD Securities (USA) LLC

 

 

 

Prospectus dated                       , 2021     

 

 

 

 

TABLE OF CONTENTS

 

PROSPECTUS SUMMARY 1
RISK FACTORS 14
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 29
EXCHANGE RATE DATA 31
USE OF PROCEEDS 32
DIVIDEND POLICY 33
CAPITALIZATION 34
DILUTION 35
SELECTED HISTORICAL FINANCIAL DATA 36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37
BUSINESS 41
MANAGEMENT 68
EXECUTIVE AND DIRECTOR COMPENSATION 80
RELATED PARTY TRANSACTIONS 89
PRINCIPAL SHAREHOLDERS 91
DESCRIPTION OF SHARE CAPITAL 93
SHARES ELIGIBLE FOR FUTURE SALE 104
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 105
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 109
UNDERWRITING 111
EXPENSES RELATED TO THIS OFFERING 116
LEGAL MATTERS 116
EXPERTS 116
WHERE YOU CAN FIND MORE INFORMATION 116
INDEX TO FINANCIAL STATEMENTS F-1

 

Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. The information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus, regardless of the time of delivery of this prospectus or any free writing prospectus.

 

We are offering to sell, and seeking offers to buy, units only in jurisdictions where offers and sales are permitted. Neither we nor the underwriters have taken any action to permit a public offering of our units or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

 

We are also offering units in Canada by way of a separate Canadian prospectus. The Canadian prospectus, which will be filed with the securities regulators in all of the provinces and territories of Canada, other than Quebec, has the same date as this prospectus and contains substantially the same information but has a different format and is not considered part of this prospectus. The offering being made in the United States is being made solely on the basis of the information contained in this prospectus. Investors should take this into account when making investment decisions.

 

 i 
   

 

BASIS OF PRESENTATION

 

Unless otherwise indicated, references in this prospectus to “Gold Royalty,” “GRC,” “the Company,” “we,” “us” and “our” refer to Gold Royalty Corp., a company incorporated under the laws of Canada.

 

We express all amounts in this prospectus in U.S. dollars, except where otherwise indicated. References to “$” and “US$” are to U.S. dollars and references to “C$” are to Canadian dollars. Except as otherwise noted, conversions from Canadian dollars into U.S. dollars were made at the rate of C$1.2661 to $1.00, which was the rate in effect on March 1, 2021 as published by the Bank of Canada.

 

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

 

PRESENTATION OF FINANCIAL INFORMATION

 

We report under International Financial Reporting Standards as issued by the International Accounting Standards Board, referred to as “IFRS.” None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. We present our financial statements in U.S. dollars.

 

MARKET, INDUSTRY AND OTHER DATA

 

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our market position, market opportunity and market size, is based on information from various sources such as industry publications, on assumptions that we have made based on such data and other similar sources and on our knowledge of the markets for our products. These data involve a number of assumptions and limitations. We have not independently verified any third-party information.

 

In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 

TECHNICAL AND THIRD PARTY INFORMATION

 

Except where otherwise stated, the disclosure herein relating to the properties underlying our royalty and other interests in the sections entitled “Prospectus Summary – Asset Overview ,” “Business” and “Annex B – Summaries of Material Royalty Properties” is based on information publicly disclosed by the owners and operators of such properties, including GoldMining Inc., referred to as “GoldMining,” our parent company and the parent company of the owners and operators of such properties. Specifically, as a royalty holder, we have limited, if any, access to properties included in our asset portfolio. Additionally, we may from time to time receive operating information from the owners and operators of the properties, which we are not permitted to disclose to the public. We are dependent on the operators of the properties and their qualified persons to provide information to us or on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which we hold interests and generally will have limited or no ability to independently verify such information. Although we do not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate.

 

We currently consider our royalty interests in the: (a) Whistler Project, located in Alaska, USA; (b) Yellowknife Project, located in the Northwest Territories, Canada; (c) Titiribi Project, located in the department of Antioquia, Colombia; (d) La Mina Project, located in the department of Antioquia, Colombia; and (e) São Jorge Project, located in the state of Para, Brazil to be our only material properties for the purposes of National Instrument 43-101—Standards of Disclosure for Mineral Projects, referred to as “NI 43-101.” We will continue to assess the materiality of our assets, including as new assets are acquired or as existing assets are further explored and developed.

 

 ii 
   

 

Information contained herein with respect to each of such projects has been prepared in accordance with the exemption set forth in section 9.2 of NI 43-101. Accordingly, unless otherwise noted, the disclosure contained herein of a scientific or technical nature for the: (a) Whistler Project, is based upon the technical report titled “NI 43-101 Resource Estimate for the Whistler Project” dated effective May 24, 2016 (re-stated May 30, 2016), prepared for GoldMining and filed under its profile on the Canadian System for Electronic Document Analysis and Retrieval, or “SEDAR,” at www.sedar.com, referred to as the “Whistler Technical Report”; (b) Yellowknife Project, is based upon the technical report titled “Independent Technical Report for the Yellowknife Gold Project, Northwest Territories, Canada” dated effective March 1, 2019, prepared for GoldMining and filed under its profile on SEDAR, referred to as the “Yellowknife Technical Report”; (c) Titiribi Project, is based upon the technical report titled “Technical Report on the Titiribi Project Department of Antioquia, Colombia” dated effective October 28, 2016, prepared for GoldMining and filed under its profile on SEDAR, referred to as the “Titiribi Technical Report”; (d) La Mina Project, is based upon the technical report titled “NI 43-101 Technical Report, Bellhaven Copper & Gold Inc., La Mina Project, Antioquia, Republic of Colombia” dated effective October 24, 2016, prepared for Bellhaven Copper & Gold Inc., which was acquired by, and is now a wholly-owned subsidiary of, GoldMining, and filed under its profile on SEDAR, referred to as the “La Mina Technical Report”; and (e) São Jorge Project, is based upon the technical report titled “São Jorge Gold Project, Para State, Brazil: Independent Technical Report on Mineral Resources” dated effective November 22, 2013, prepared for GoldMining and filed under its profile on SEDAR, referred to as the “São Jorge Technical Report.”

 

The technical and scientific information contained herein relating to our royalties and other interests has been reviewed and approved by Paulo Pereira, the President of our parent company, GoldMining, a qualified person as such term is defined under NI 43-101 and a member of the Association of Professional Geoscientists of Ontario.

 

For the meanings of certain technical terms used in this prospectus, see Annex A of this prospectus.

 

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

 

The disclosure of Mineral Resources in this prospectus has been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of United States securities laws. In Canada, an issuer is required to provide technical information with respect to mineralization, including Mineral Resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the United States Securities and Exchange Commission, referred to as the “SEC,” pursuant to SEC Industry Guide 7 applicable to registration statements and reports filed by United States companies pursuant to the Securities Act or Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act.” As such, information contained in this prospectus concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC pursuant to Industry Guide 7.

 

Mineral Resource estimates included in this prospectus have been prepared in accordance with NI 43-101 and the CIM Definition Standards, as required by Canadian securities regulatory authorities. In particular, this prospectus, includes the terms “Measured Mineral Resource,” “Indicated Mineral Resource” and “Inferred Mineral Resource.” While these terms are recognized and required by Canadian regulations (under NI 43-101), SEC Industry Guide 7 does not recognize them. In addition, this prospectus may include disclosure of “contained ounces” of mineralization. Although such disclosure is permitted under Canadian regulations, SEC Industry Guide 7 only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.

 

United States investors are cautioned not to assume that any part or all of the mineral deposits identified as a “Measured Mineral Resource,” “Indicated Mineral Resource” or “Inferred Mineral Resource” will ever be converted to reserves as defined in NI 43-101 or SEC Industry Guide 7. “Inferred Mineral Resources” have a lower level of confidence than an “Indicated Mineral Resource” and must not be converted to a mineral “reserve.” The quantity and grade of reported “Inferred Mineral Resources” in this estimation are uncertain in nature and there has been insufficient exploration to define these “Inferred Mineral Resources” as an “Indicated Mineral Resource” or “Measured Mineral Resource” and it is uncertain if further exploration will result in upgrading them as such. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.

 

Accordingly, information contained in this prospectus and the exhibits filed herewith contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under U.S. federal securities laws and the rules and regulations promulgated thereunder.

 

 iii 
   

 

PROSPECTUS SUMMARY

 

The following summary highlights certain information in this prospectus and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the following summary together with the entire prospectus, especially the “Risk Factors” section of this prospectus and our financial statements and the notes thereto appearing elsewhere in this prospectus before deciding to invest in our units. For more information on our business, refer to the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” sections of this prospectus. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the “Risk Factors” and other sections of this prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

 

Overview

 

We are a precious metals-focused royalty and streaming company offering creative financing solutions to the metals and mining industry. Our mission is to acquire royalties, streams and similar interests at varying stages of the mine life cycle to build a balanced portfolio offering near, medium and longer-term attractive returns for our investors.

 

Our diversified portfolio currently consists of net smelter return, referred to as “NSR,” royalties ranging from 0.5% to 2.0% on 18 gold properties covering 12 projects located in the Americas, of which 17 properties are owned by subsidiaries of our parent, GoldMining. We have additional rights to acquire nine royalty interests from third parties holding royalties on certain of such properties. See “Business.”

 

We were incorporated under the Canada Business Corporations Act, or the “CBCA,” as a subsidiary of GoldMining on June 23, 2020. GoldMining is a Toronto Stock Exchange and NYSE American listed precious metals exploration and development company that was incorporated in 2009 and whose disclosed strategy is to expand its property portfolio through accretive transactions of resource stage gold projects and to advance its properties towards development.

 

Our office is located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 2Y3 and our telephone number is +1 (604) 396-3066. Our website address is www.goldroyalty.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus.

 

Our Strategy

 

Our strategy is to build a diversified asset base, with a focus on gold and other precious metals, by being a preferred partner to operating companies in the global mining industry. In doing so, our goal is to grow our net asset value per share and to generate value for all of our stakeholders over time. Our current long-term strategy is to build upon our significant existing resource base, which we believe offers substantial growth potential through future development of the underlying properties.

 

We plan to focus on acquiring royalties, streams and similar interests on mines and projects at varying stages of the mine life cycle to build a balanced portfolio offering near, medium, and longer-term growth in underlying net asset value per share. We intend to diversify our existing portfolio by adding additional assets across a range of precious metals mines and projects in the Americas and other jurisdictions around the world as opportunities arise.

 

Our management team, board of directors and advisory board have in excess of 250 years of combined mining sector experience, including exploration, development, operating and capital markets experience. We intend to capitalize on our significant collective knowledge, experience, and contacts to add value to the owners and operators of existing and prospective mines we partner with.

 

We believe our core team has the experience and capability to provide creative solutions to prospective partners thereby enhancing our ability to acquire attractive growth assets, whether in competitive auction processes or as a result of bilateral discussions.

 

1
 

 

As part of our strategy, we expect to utilize a cost-efficient business model by operating with a small, but highly experienced team and calling upon third-party resources to supplement our skill set as opportunities may arise. This strategy should enable us to maintain a high degree of flexibility in our cost structure. We believe it will also help to ensure that our business model is scalable and should allow us to seek new growth opportunities in a cost effective and value enhancing manner.

 

Royalties and Streams Generally

 

A royalty is a payment to a royalty holder that is typically based on a percentage of the minerals produced or the revenues or profits generated from the underlying project. With a stream, the holder makes an upfront payment or deposit to purchase a pre-agreed percentage of a mine’s production at a defined or pre-determined price. Royalties and streams are typically for the life of a mine, but streams can also be structured over a specified period or production interval. Royalties and streams are non-operating interests in the underlying project and therefore, the holder is generally not responsible for contributing additional funds for any purpose, including capital and operating costs.

 

Royalties and streams limit the holder’s exposure, in most instances, to exploration, development, operating, sustaining or reclamation expenditures typically associated with an operating interest in a mine. While they have limited operating exposure, royalty and stream holders do however benefit from any resource expansion or upside generated by exploration success, mine life extensions and operational expansions within the areas covered by the interest. A royalty and streaming business model provides greater diversification than typical mining companies. Royalty and streaming companies typically hold a portfolio of diversified assets, whereas mining companies generally depend on one or few key mines. Royalty and streaming companies therefore generally offer a relatively lower risk investment when compared to operating companies, while still offering potential upside to resource expansion and underlying commodity prices. We do not currently hold any stream interests but may acquire them in the future.

 

Asset Overview

 

The following is a summary of our royalties and other interests as of the date hereof:

 

Type of Interest Description
   
Royalties We hold the following royalty interests:

 

a 1.0% NSR on the Whistler Project, located in Alaska, USA, including each of the Whistler, Raintree West and Island Mountain properties;
a 1.0% NSR on the Yellowknife Project, located in the Northwest Territories, Canada, including each of the Nicholas Lake, Ormsby-Bruce, Goodwin Lake, Clan Lake and Big Sky properties;
a 2.0% NSR on the Titiribi Project, located Colombia;
a 2.0% NSR on the La Mina Project, located in Colombia;
a 1.0% NSR on the São Jorge Project, located in Brazil;
a 1.0% NSR on the Batistão Project, located in Brazil;
a 0.5% NSR on the Almaden Project, located in Idaho, USA;
a 1.0% NSR on the Cachoeira Project, located in Brazil;
a 1.0% NSR on the Crucero Project, located in Peru;
a 1.0% NSR on the Surubim Project, located in Brazil, including the Surubim and Rio Novo areas;
a 1.0% NSR on the Yarumalito Project, located in Colombia; and

  a 1.0% NSR on a portion of the Quartz Mountain Project, located in Oregon, USA.

 

See “Business – Property, Plants and Equipment – Royalty Interests.”

 

2
 

 

Type of Interest Description
   
Buyback Rights We hold the rights to acquire additional royalties pursuant to buyback rights under existing royalty agreements between subsidiaries of GoldMining and third parties:

 

a 2.0% NSR on the Batistão Project for $1,000,000;
a 0.5% NSR on the Surubim area of the Surubim Project for $1,000,000, which royalty is payable after production at the project has exceeded two million ounces;
a 1.5% NSR on the Surubim area of the Surubim Project for $1,000,000;
a 0.65% NSR on the Rio Novo area of the Surubim Project for $1,500,000;
a 0.75% NSR on the Whistler Project (including an area of interest) for $5,000,000;
a 1.0% NSR on the Yarumalito Project for C$1,000,000;
a 1.0% NSR on the Goodwin Lake property at the Yellowknife Project for C$1,000,000;
a 1.0% NSR on certain portions of the Big Sky property at the Yellowknife Project for C$500,000; and
a 0.25% NSR on the Narrow Lake property at the Yellowknife Project for C$250,000, in cash or common shares of GoldMining at any time until the fifth anniversary of commercial production.

 

See “Business – Property, Plants and Equipment – Buyback Rights.

 

The properties underlying our royalty interests are at the Exploration and Development stage and none are currently in production or host Mineral Reserves as of the date hereof. A project is considered to be in the “Exploration” stage when there is no current or historic Mineral Resource or Mineral Reserve defined for the project and is considered to be in the “Development” stage when the project has a current or historic Mineral Resource or Mineral Reserve defined for the project, but there is no current Preliminary Economic Assessment, Pre-Feasibility Study or Feasibility Study completed by the operator thereof to support the potential economic viability of such resource or reserve.

 

 

3
 

 

 

The following map sets forth the location of each of our royalty interests:

 

 

 

4
 

 

 

The following table sets forth summary information regarding each of our royalty interests, including existing Mineral Resource estimates for each deposit underlying such interests:

 

        Area   Gold Equivalent Ounces(1)               Attributable Gold Equivalent Ounces(1)(2)
Project (Property)   Country   (ha)   Measured & Indicated   Inferred   Royalty Interest   Metal   Property Stage   Measured & Indicated   Inferred
                                     
Whistler Project   USA   17,159           1% NSR   Gold, Silver, Copper            
Whistler       2,250,000   3,350,000       Development   22,500   33,500
Raintree West       -   1,991,000       Development   -   19,910
Island Mountain       547,000   1,390,000       Development   5,470   13,900
Yellowknife   Canada   12,239           1% NSR   Gold            
Nicholas Lake       138,000   154,000       Development   1,380   1,540
Ormsby-Bruce       921,000   353,000       Development   9,210   3,530
Goodwin Lake       -   33,000       Development   -   330
Clan Lake       -   199,000       Development   -   1,990
Big Sky       -   -       Exploration   -   -
Titiribi   Colombia   3,919   6,220,000   3,440,000   2% NSR   Gold, Copper   Development   124,400   68,800
La Mina   Colombia   3,208   1,013,185   427,408   2% NSR   Gold, Silver, Copper   Development   20,264   8,548
São Jorge   Brazil   45,997   715,000   1,035,000   1% NSR   Gold   Development   7,150   10,350
Almaden   USA   1,895   910,000   160,000   0.5% NSR   Gold   Development   4,550   800
Batistão   Brazil   5,108   -   -   1% NSR   Gold   Exploration        
Cachoeira   Brazil   5,677   691,676   537,756   1% NSR   Gold   Development   6,917   5,378
Crucero   Peru   4,600   993,000   1,147,000   1% NSR   Gold   Development   9,930   11,470
Surubim   Brazil   14,611           1% NSR   Gold            
Rio Novo       -   503,000       Development   -   5,030
Surubim       -   -       Exploration   -   -
Yarumalito   Colombia   1,453   -   1,502,000   1% NSR   Gold, Copper   Development   -   15,020
Quartz Mountain(3)  

USA

 

1,952

 

339,000

 

1,147,000

 

1% NSR

 

Gold

 

Development

 

3,390

 

11,470

Total(4)  

117,818

 

14,738,861

  17,369,164              

215,161

 

211,566 

 

 

5
 

 

Notes:

 

  (1) See “Business – Property, Plants and Equipment – Resource Estimates” for further information regarding the resource estimates included herein, including individual metal grades underlying gold equivalent resource calculations.
  (2) Attributable Mineral Resources are calculated as gold equivalent ounces reported under Mineral Resource estimates reported by the operators in the applicable technical reports multiplied by the applicable rate under the royalty we hold. This figure is provided for illustrative purposes and is not intended to represent any actual ownership by us of the underlying Mineral Resource or minerals.
  (3)

Our royalty interest does not apply to the entirety of the project. However, we believe it applies to the areas under the existing Mineral Resource estimates for the project.

  (4) The aggregated resource figure is provided for informational purposes only and are not intended to represent the viability of any project on a standalone or aggregated basis. The exploration and development of each project, project geology and the assumptions and other factors underlying each estimate, are not uniform and will vary from project to project.

 

Our Business Model

 

Our business model is focused on managing and growing our portfolio of precious metals interests through the acquisition of additional royalties, streams and similar interests. We do not operate mines, develop projects or conduct exploration. We believe that the advantages of this business model include the following:

 

  Lower volatility through diversification. By investing in precious metals interests across a spectrum of geographies, we reduce our dependency on any one asset, project or location.

 

  Exploration upside with less risk. We have limited direct financial exposure to exploration, development, operating and sustaining capital expenditures typically associated with mining projects, while generally maintaining exposure to potential upside attributable to mine life extensions, operational expansions and exploration success associated with the assets underlying our interests. As our interests are non-operational, we are not required to satisfy cash calls to maintain our interests in such projects.

 

  Focus and scalability. As our management team and directors are not encumbered with making and implementing operational decisions and tasks associated with mining projects, they are free to focus on executing our growth strategy. We expect that this will allow us to leverage our business model by establishing a larger and more diversified portfolio of precious metals interests than would be typical in an operating company.

 

The table below provides a comparison of royalty companies, mining companies, exchange traded funds and funds that hold physical commodities:

 

    Royalty Companies   Operating Companies   Precious Metals ETFs  

Physical Funds

Exposure to Commodity Prices        
Fixed Operating Costs        
No Development or Sustaining Capital Costs        

Exploration and Expansion Upside Without the

Associated Costs

       
Diversified Asset Portfolio        
Ability to Grow Without Increased Management        

 

6
 

 

Competitive Strengths

 

We believe that our competitive strengths include, among other things:

 

  Significant Resource Base with Meaningful Attributable Ounces. We believe that our significant attributable resource base is a key competitive strength, as it provides us with the opportunity to experience success in the future, subject to the success of the properties underlying our royalty interests.

 

  Experienced Team with a Proven Track Record in Mining. Led by our Chairman and Chief Executive Officer, David Garofalo, our management team, board of directors and advisory board have over 250 years of combined experience in the mining sector, including key expertise in exploration, development and operational areas, along with important capital markets acumen and extensive networks. We believe this enhances our ability to execute on opportunities and makes us an attractive partner to potential royalty and stream counterparties where our collective knowledge and experience could add value to their business. In addition, we believe our team’s collective experience and network provide us with many of the capabilities of much larger companies, while allowing us to maintain a lean cost structure and a strong entrepreneurial culture.

 

  Lean but Scalable Operating Structure. Our lean operating profile allows us to operate with a low-cost structure, while maintaining the flexibility to rapidly assess and respond to new investment opportunities. We intend to leverage external expertise when appropriate, which should give us the ability to expand our technical and geographic footprint well outside of our internal resources and maintain a high level of confidence that a comprehensive range of opportunities are evaluated to meet our objectives and long-term strategy.

 

  Positioned to Execute on our Growth-Oriented Strategy. The net proceeds of the offering will provide us with total liquidity of $75.0 million, assuming the maximum amount under the offering is raised. This liquidity combined with our ability to issue shares as consideration for acquisitions, will allow us to pursue accretive acquisitions. Furthermore, we expect that our experienced management team and extensive relationships coupled with our strong technical skills and execution capabilities, will position us to source and pursue new growth opportunities across the asset spectrum.

 

  Diversified Royalty Portfolio and Growth Strategy. We hold royalties ranging from 0.5% to 2.0% on 18 pre-production gold properties covering 12 projects located in five countries across the Americas. This provides us a relatively geopolitically stable resource base with significant future upside potential.

 

The following charts illustrate the composition of our existing portfolio by region and by metal type.

 

 

 

Note:

 

  1. Based on long term street consensus prices of $1,600/oz Au, $20.00/oz Ag, and $3.00/lb Cu. Please see “Business – Property, Plants and Equipment – Resource Estimates” for information regarding each Mineral Resource estimate and equivalent metal grades.

 

 

7
 

 

Our Evaluation Process

 

Upon completion of the offering, we plan to aggressively pursue additional accretive royalty and stream transactions, targeting near-term production and complementary development and exploration projects worldwide. We believe we offer potential counterparties added value, by virtue of, among other things, our:

 

  ability to provide non-dilutive project development financing;

 

  capital markets presence, which provides counterparties with expanded visibility;

 

  ability to leverage the experience of our team to offer market and development insights to the management and boards of counterparties; and

 

  due diligence and selection process, which provides a potential third-party endorsement to the projects underlying our precious metals interests.

 

In evaluating potential transactions, we intend to utilize a disciplined approach to manage our fiscal profile. We expect to maintain low overhead costs by operating with a small but highly experienced team and calling upon third-party resources to supplement our skill set if required, thereby maintaining a high degree of flexibility in our cost structure. We believe this strategy will help to ensure that our business model is scalable and should allow us to seek new growth opportunities in a cost effective and value enhancing manner. We also seek to partner with operators who are committed to leading responsible mining, environmental, social and governance practices, including through their participation in transparent reporting initiatives.

 

We believe our core team has the experience and capability to provide creative solutions to prospective partners thereby enhancing our ability to acquire attractive growth assets, whether in a competitive auction process or as a result of bilateral discussions.

 

We believe that the extensive contacts within the mining industry of our collective management team, advisory board and board of directors give us enhanced access to a meaningful number of potential investment opportunities. These opportunities include identifying and acquiring existing royalties or streams from operating companies who deem these assets to be non-core to their operating philosophy or where there is potential for the operating company to highlight value for hidden assets. Furthermore, we engage with operating companies that are seeking to raise capital by selling a royalty or stream on one or more underlying asset.

 

Our focus is on seeking accretive precious metals assets that we believe will enhance our overall portfolio and increase our net asset value per share. Once a potential opportunity is identified, we seek to employ a disciplined approach to evaluating it and assessing whether such opportunity aligns with our strategic growth plans. As part of our evaluation process, we have, and intend to continue to, prioritize ensuring that appropriate due diligence is completed. We also rely on our own internal data and the extensive knowledge base and experience of our management team, advisory board and board of directors. Where we believe it is appropriate, we may engage the services of third-party experts to assist in our due diligence and evaluations process.

 

Acquisition opportunities are initially screened through a process involving an assessment of the technical merits and risks of the underlying asset, and a financial analysis that includes potential acquisition terms. If the initial screening indicates that further evaluation is warranted, then a more fulsome due diligence review is conducted. Such process may include, among other things, site visits and legal and technical due diligence. If a decision is made by management to proceed with a proposed acquisition, the transaction is then presented to our board of directors for final review and approval. Certain of the factors that our board of directors and management may evaluate in assessing proposed opportunities include the following:

 

  project resources and/or reserves;
     
  estimated life of mine including the potential for mine expansions and/or mine life extensions;
     
  exploration potential and resource expansion;
     
  identification and evaluation of relevant operational and technical risks;
     
  historical and forecasted operational data;
     
  project location, including jurisdiction-specific considerations such as mining regulations, history of mining related activities and permitting requirements;
     
  environmental, social and governance considerations regarding the operator and the project;
     
  project capital requirements;

 

8
 

 

  project stage and development timeline;
     
  transaction structure considerations;
     
  operational and financial track records of potential counterparties and their ability to develop and operate underlying precious metals projects;
     
  tax planning and transaction tax considerations; and
     
  ability to generate value enhancing returns.

 

Recent Developments

 

The following are key developments in our business since our incorporation on June 23, 2020:

 

  On November 27, 2020 we entered into a royalty purchase agreement, referred to as the “Royalty Purchase Agreement,” with our parent company, GoldMining, pursuant to which GoldMining caused its applicable subsidiaries to create and issue to us royalty interests and transfer to us certain buyback rights held by its subsidiaries in consideration for 15,000,000 of our common shares. See “Business – Property, Plants and Equipment” for further information regarding such royalty and other interests.

 

  On December 4, 2020, we completed a private placement, pursuant to which we issued 1,325,000 of our common shares at a subscription price of $2.15 per share for gross proceeds of $2,848,750. See “Business – Recent Developments.”
     
  On February 3, 2021, we completed the acquisition of a 1.0% NSR on a portion of the Quartz Mountain Project, located in Oregon, USA in consideration for $150,000. See “Business – Property, Plants and Equipment”.

 

Summary Risk Factors

 

Investing in our securities is speculative and involves substantial risk. You should carefully consider all of the information in this prospectus prior to investing in our securities. There are numerous risk factors related to our business that are described under “Risk Factors” and elsewhere in this prospectus. These risks could materially and adversely impact our business, results of operations, financial condition and future prospects, which could cause the trading price of our securities to decline and could result in a loss of your investment. Among these important risks are the following:

 

  we own passive interests in mining properties, and it is difficult or impossible for us to ensure properties are developed or operated in our best interest;
     
  none of our royalty and other interests are on producing properties and these and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production;
     
  all of our existing royalties and other interests are on properties owned and operated by GoldMining;
     
  we entered into the Royalty Purchase Agreement with our parent company, under which we acquired the substantial majority of our existing royalties, and we may in the future enter into additional transactions with related parties and such transactions present possible conflicts of interest;
     
  we have limited or no access to data or the operations underlying our royalty and other interests;
     
  we are subject to many of the risks faced by the owners and operators of our royalty and other interests;
     
  we may enter into acquisitions or other material transactions at any time;
     
  the volatility in gold and other commodity prices may have an adverse impact on the value of our royalty interests;
     
  our future growth is to a large extent dependent on our acquisition strategy;

 

 

9
 

 

  estimates of Mineral Resources on the projects in which we have royalty interests are subject to significant revision;
     
  impacts of COVID-19;
     
  counterparty risks relating to our royalty interests;
     
  federal, state and foreign legislation governing us or the operators of properties where we hold royalty interests;
     
  risks associated with conducting business in foreign countries, including application of foreign laws to contract and other disputes, validity of security interests, governmental consents for granting interests in exploration and exploitation licenses, application and enforcement of real estate, mineral tenure, contract, safety, environmental and permitting laws, currency fluctuations, expropriation of property, repatriation of earnings, taxation, price controls, inflation, import and export regulations, community unrest and labor disputes, endemic health issues, corruption, enforcement and uncertain political and economic environments;
     
  changes in laws governing us, the properties where we hold royalty interests or the operators of such properties;
     
  changes in management and key employees; and
     
  we will be a “passive foreign investment company” or “PFIC,” which could have material adverse federal income tax effects on United States shareholders.

 

As a result of these risks and other risks described under “Risk Factors,” there is no guarantee that we will experience growth or profitability in the future.

 

Implications of Being an Emerging Growth Company, a Foreign Private Issuer and a Controlled Company

 

We qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act, or the JOBS Act. An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States. These exceptions include:

 

an exemption to include in an initial public offering registration statement less than five years of selected financial data;
     
an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting; and
     
reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements.

 

The JOBS Act also permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected not to avail ourselves of the exemption that allows emerging growth companies to extend the transition period for complying with new or revised financial accounting standards. This election is irrevocable.

 

We will remain an emerging growth company until the earliest of:

 

  the last day of our fiscal year during which we have total annual gross revenues of at least $1.07 billion;
     
  the last day of our fiscal year following the fifth anniversary of the completion of this offering;
     
  the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or
     
  the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of our common shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

 

10
 

 

We have availed ourselves in this prospectus of the reduced reporting requirements described above with respect to selected financial data. As a result, the information that we are providing to you may be less comprehensive than what you might receive from other public companies. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

 

Upon consummation of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer, or “FPI,” status. Even after we no longer qualify as an emerging growth company, as long as we qualify as an FPI under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

 

  the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
     
  the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time;
     
  the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events; and
     
  Regulation Fair Disclosure, or “Regulation FD,” which regulates selective disclosures of material information by issuers.

 

Upon consummation of this offering and assuming no exercise of the underwriters’ option to purchase additional common shares and/or warrants to cover over-allotments, we will be a “controlled company” as defined in the NYSE American Company Guide because GoldMining beneficially owns 20,000,000 common shares, representing approximately 51.5% of our total voting power after completion of this offering. If the underwriters exercise their option to purchase additional common shares and/or warrants to cover over-allotments, we will no longer be a “controlled company.” Pursuant to the NYSE American Company Guide, a “controlled company” may elect not to comply with certain corporate governance requirements. Currently, we do not plan to utilize the “controlled company” exemptions with respect to our corporate governance practices after we complete this offering.

 

Organizational Structure

 

The following chart sets forth our current corporate organization as of the date hereof and prior to completion of this offering.

 

 

Company Information

 

We were incorporated on June 23, 2020, under the CBCA. Our principal executive offices are located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 2Y3 and our telephone number is +1 (604) 396-3066. Our website address is www.goldroyalty.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus.

 

11
 

 

 

The Offering

 

Securities offered by us

16,000,000 units, with each unit consisting of one (1) common share and one-half (1/2) warrant to purchase a common share. The units will not be certificated, and the common share and one-half (1/2) warrant comprising each unit are immediately separable and will be issued separately in this offering.

 

This prospectus also relates to the offering of common shares issuable upon the exercise of the warrants included in the units.

   
Warrants Each whole warrant entitles the holder thereof to purchase one common share at a price of $7.50 per share. Only whole warrants are exercisable. The warrants are exercisable at any time for a period of three years from the date on which such warrants were issued.
   
Over-allotment option We have granted the underwriters an option, exercisable within 30 days of the date of this prospectus, to purchase up to an additional 2,400,000 common shares and/or warrants to purchase up to 1,200,000 common shares to cover over-allotments, if any, in connection with this offering.
   
Common shares to be outstanding after this offering 38,825,000 common shares (41,225,000 common shares if the over-allotment option is exercised in full).
   
Use of proceeds We estimate that we will receive net proceeds from this offering of approximately $73.0 million, or approximately $84.1 million if the underwriters exercise their option to purchase additional common shares and/or warrants from us in full, based on an initial public offering price of $5.00 per unit, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds of this offering to implement our growth and acquisition strategy, and for other general working capital purposes. See “Use of Proceeds.”
   
Proposed NYSE American symbol

“GROY” (common shares); “GROY WS” (warrants)

   
Voting Rights Holders of our common shares are entitled to one vote per share. See “Description of Share Capital.”
   
Dividend Policy

We have never paid or declared any dividends on our common shares or any of our other securities. We currently intend to retain any future earnings to finance the growth and development of our business, and we do not anticipate that we will declare or pay any cash dividends in the foreseeable future. See “Dividend Policy.”

   
Risk factors

See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider carefully before investing in our securities.

   
Lock-ups We and our directors, officers and principal shareholders of our common shares have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common shares for a period of 180 days after the date of this prospectus. See “Underwriting” on page 111.

 

The number of common shares to be outstanding after this offering is based on 22,825,000 common shares outstanding as of March 1, 2021 and excludes:

 

  3,882,500 common shares reserved for future issuance under our share-based compensation plans based on the number of shares outstanding upon completion of the offering; and

 

  8,000,000 common shares issuable upon the exercise of the warrants to be issued in this offering at an exercise price of $7.50 per share.

 

Unless otherwise indicated, all information in this prospectus reflects and assumes:

 

 

no exercise of the warrants issued in this offering;

     
  no exercise by the underwriters of their option to purchase up to an additional 2,400,000 common shares and/or warrants to purchase up to 1,200,000 common shares from us to cover over-allotments, if any, in connection with this offering; and
     
 

no issuance or exercise of options after March 1, 2021.

 

 

12
 

 

Summary Historical Financial Data

 

The following tables set forth a summary of our historical financial data at, and for the period ended on, the date indicated. We have derived the statement of loss and other comprehensive loss data for the period from June 23, 2020, being the date of our incorporation, to September 30, 2020 and the statement of financial position data as at September 30, 2020 from our audited financial statements included in this prospectus. The statement of loss and other comprehensive loss data for the three months ended December 31, 2020 and the statement of financial position data as at December 31, 2020 are derived from our condensed interim consolidated financial statements for the three months ended December 31, 2020 included in this prospectus. Our financial statements for the period from incorporation to September 30, 2020 have been prepared in accordance with IFRS and our interim financial statements for the three months ended December 31, 2020 have been prepared in accordance with IFRS as applicable to the preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting. Our financial statements are presented in U.S. dollars except where otherwise indicated. We maintain our books and records in and have a functional currency of Canadian dollars. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period. You should read this data together with our financial statements and related notes appearing elsewhere in this prospectus and the sections in this prospectus entitled “Capitalization,” “Selected Historical Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Statement of Loss and Other Comprehensive Loss Data

 

  

Period from

incorporation to

September 30, 2020

  

Three months ended

December

31, 2020

 
         
Expenses          
Depreciation  $45    139 
Management fees and salaries   15,698    34,536 
General and administrative   5,106    34,048 
Professional fees   119,782    283,059 
Share-based compensation   -    78,700 
Operating loss for the period  $(140,631)   (430,482)
Other items          
Foreign exchange loss   -    (69,321)
Net loss for the period  $(140,631)   (499,803)
           
Net loss per share, basic and diluted  $(140,631)   (0.04)

 

Statement of Financial Position Data

 

  

As at

September 30, 2020

  

As at

December 31, 2020

 
         
Cash  $37,539    2,509,704 
Other receivables  $241    14,189 
Prepaids and other receivables  $16,089    19,792 
Current assets  $53,869    2,543,685 
Total assets  $55,456    15,928,449 
Total liabilities  $196,382    182,979 
Total shareholder’s equity (deficit)  $(140,926)   15,745,470 

 

13
 

 

RISK FACTORS

 

Investing in our securities is speculative and involves a high degree of risk. You should consider carefully the following risk factors, as well as the other information in this prospectus, including our financial statements and notes thereto, before you decide to purchase our securities. If any of the following risks actually occur, our business, financial conditions, results of operations and prospects could be materially adversely affected, the value of our securities could decline, and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Cautionary Note Regarding Forward-Looking Statements.”

 

Risks Relating to our Business

 

We own passive interests in mining properties, and it is difficult or impossible for us to ensure properties are developed or operated in our best interest.

 

We are not and will not be directly involved in the exploration, development and production of minerals from, or the continued operation of, the mineral projects underlying the royalties, streams and similar interests that are or may be held by us. A substantial number of our royalty interests are owned and operated by subsidiaries of GoldMining. The exploration, development and operation of such properties is determined and carried out by third party owners and operators thereof and any revenue that may be derived from our asset portfolio will be based on any production by such owners and operators. Third party owners and operators will generally have the power to determine the manner in which the properties are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue or reduce, or suspend or discontinue production from a property.

 

The interests of third party owners and operators and our interests may not always be aligned. As an example, it will usually be in our interest to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third party owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by us.

 

Our inability to control or influence the exploration, development or operations for the properties in which we hold or may hold royalties, streams and similar interests may have a material adverse effect on our business, results of operations and financial condition. In addition, the owners or operators may take action contrary to our policies or objectives; be unable or unwilling to fulfill their obligations under their agreements with us; or experience financial, operational or other difficulties, including insolvency, which could limit the owner or operator’s ability to advance such properties or perform its obligations under arrangements with us.

 

We may not be entitled to any compensation if the properties in which we hold or may hold royalties, streams and similar interests discontinue exploration, development or operations on a temporary or permanent basis.

 

The owners or operators of the projects in which we hold interests may, from time to time, announce transactions, including the sale or transfer of the projects or of the operator itself, over which we have little or no control. If such transactions are completed, it may result in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may have a material adverse effect on our business, results of operations and financial condition. The effect of any such transaction on us may be difficult or impossible to predict.

 

None of our royalty and other interests are on producing properties and these and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production.

 

None of the properties underlying our royalty and other interests are in production nor do they have established Mineral Reserves. These and any future royalty, streaming or similar interests we acquire may not achieve production or produce any revenues. While the discovery of gold deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that exploration or development programs planned by the owners or operators of the properties underlying royalties, streams and similar interests that are or may be held by us will result in profitable commercial mining operations. Whether a mineral deposit will be commercially viable depends on a number of factors, including cash costs associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in one or more of the properties underlying our current or future interests not receiving an adequate return on invested capital. Accordingly, there can be no assurance the properties underlying our current or future interests will be brought into a state of commercial production.

 

14
 

 

The failure of any of the properties underlying our interests to achieve production on schedule or at all would have a material adverse effect on our asset carrying values or the other benefits we expect to realize from our royalties and other interests or the acquisition of royalty interests, and potentially our business, results of operations, cash flows and financial condition.

 

A substantial majority of our existing royalties and other interests are on properties owned and operated by subsidiaries of GoldMining.

 

A substantial majority of our existing royalties are on projects owned and operated by subsidiaries of our parent company, GoldMining. Accordingly, the advancement and development of the projects underlying our royalties and other interests are largely dependent on the exploration and development strategy of GoldMining and its ability to advance such projects. In the event that GoldMining determines not to, or otherwise fails to, progress any such projects, our ability to achieve future revenues and the value of our existing assets, will be materially adversely affected.

 

In addition, due to counterparty concentration of our existing portfolio, the development and viability of the underlying projects are dependent on the financial condition of GoldMining and its ability to obtain necessary financing to maintain in good standing and develop such projects. Any material adverse change in the business, operations and financial condition of GoldMining may adversely affect our business, results of operations and financial condition and the maintenance and advancement of the projects underlying our interests.

 

GoldMining is not obligated to enter into any additional royalty agreements with us following this offering. In addition, GoldMining is not limited in its ability to compete against us.

 

We entered into the Royalty Purchase Agreement with our parent company, under which we acquired the substantial majority of our existing royalties, and we may in the future enter into additional transactions with related parties and such transactions present possible conflicts of interest.

 

The Royalty Purchase Agreement and the acquisition of a substantial majority of our existing royalty and other interests were entered into with our parent company. See “Related Party Transactions.” Transactions entered into with our parent company or any other entity in which a related party has an interest may not align with the interests of our security holders. There can be no assurance that we may have been able to achieve more favorable terms, including as to value and other key terms, if such transaction had not been with a related party. Any discrepancy between market perception of value of our royalties and other interests and the consideration under the Royalty Purchase Agreement may have a material adverse effect on the market value of our securities.

 

We may in the future enter into additional transactions with entities in which our board of directors and other related parties hold ownership interests. We expect that material transactions with related parties after this offering, if any, will be reviewed and approved by our nominating and corporate governance committee or our audit committee, each of which will be comprised solely of independent directors upon the completion of this offering. Nevertheless, there can be no assurance that any such transactions will result in terms that are more favorable to us than if such transactions are not entered into with related parties. Furthermore, we may achieve more favorable terms if such transactions had not been entered into with related parties and, in such case, these transactions, individually or in the aggregate, may have an adverse effect on our business, financial position and results of operations.

 

We have limited or no access to data or the operations underlying our existing or future royalty and other interests.

 

We are not, and will not be, the owner or operator of any of the properties underlying our existing or future royalties, streams and similar interests and have no input in the exploration, development or operation of such properties. Consequently, we have limited or no access to related exploration, development or operational data or to the properties themselves. This could affect our ability to assess the value of such interest. This could also result in delays in cash flow from that anticipated by us, based on the stage of development of the properties underlying our existing or future royalties and similar interests. Our entitlement to payments in relation to such interests may be calculated by the royalty payors in a manner different from our projections and we may not have rights of audit with respect to such interests. In addition, some royalties, streams or similar interests may be subject to confidentiality arrangements that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose related non-public information. The limited access to data and disclosure regarding the exploration, development and production of minerals from, or the continued operation of, the properties in which we have an interest may restrict our ability to assess value, which may have a material adverse effect on our business, results of operations and financial condition. We attempt to mitigate this risk by building relationships with various owners, operators and counterparties, in order to encourage information sharing.

 

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We are subject to many of the risks faced by the owners and operators of our existing or future royalty and other interests.

 

To the extent that they relate to the exploration, development and production of minerals from, or the continued operation of, the properties in which we hold or may hold royalties, streams or similar interests, we will be subject to the risk factors applicable to the owners and operators of such mines or projects.

 

Mineral exploration, development and production generally involves a high degree of risk. Such operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of metals, including weather related events, unusual and unexpected geology formations, seismic activity, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling, blasting and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in exploration, development and production, increased production costs and possible legal liability. Any of these hazards and risks and other acts of God could shut down such activities temporarily or permanently. Mineral exploration, development and production is subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability for the owners or operators thereof. The exploration for, and development, mining and processing of, mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate.

 

We may enter into acquisitions or other material transactions at any time.

 

In the ordinary course of business, we engage in a continual review of opportunities to acquire royalties, streams or similar interests, to establish new royalties, streams or similar interests on operating mines, to create new royalties, streams or similar interests through financing mine development or exploration, or to acquire companies that hold royalty interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial, legal and other confidential information, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes. We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any acquisition, our leverage may be increased. We also could issue common shares to fund acquisitions. Issuances of common shares could dilute existing shareholders and may reduce some or all of our per share financial measures.

 

Any such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with counterparties. In addition, any such acquisition or other transaction may have other transaction-specific risks associated with it, including risks related to the completion of the transaction, the project, its operators, or the jurisdictions in which the project is located, and other risks discussed in this prospectus. There can be no assurance that any acquisitions completed will ultimately benefit us.

 

The volatility in gold and other commodity prices may have an adverse impact on the value of our royalty interests.

 

The value of our royalty interests and the potential future development of the projects underlying our interests are directly related to the market price of gold and other commodity prices. Market prices may fluctuate widely and are affected by numerous factors beyond our control or that of any mining company, including metal supply, industrial and jewelry fabrication, investment demand, central banking economic policy, expectations with respect to the rate of inflation, the relative strength of the dollar and other currencies, interest rates, gold purchases, sales and loans by central banks, forward sales by metal producers, global or regional political, trade, economic or banking conditions, and a number of other factors.

 

Volatility in gold prices is demonstrated by its annual high and low prices over the past decade as reported by the London Bullion Market Association:

 

    Gold  
    ($/ounce)  
Calendar Year   High   Low  
2012 - 2013   $ 1,792   $ 1,192  
2014 - 2015   $ 1,385   $ 1,049  
2016 - 2017   $ 1,366   $ 1,077  
2018 - 2019   $ 1,355   $ 1,178  
2019 - 2020   $ 1,536   $ 1,287  
2020 - 2021   $ 2,067   $ 1,472  

 

Declines in market prices could cause an operator to cease or slowdown exploration and development activities, reduce, suspend or terminate production from an operating project or construction work at a development project which would negatively impact our ability to obtain revenues from our interests in the future. A price decline may result in a material and adverse effect on our business, results of operations and financial condition.

 

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Our future growth is to a large extent dependent on our acquisition strategy.

 

As part of our business strategy, we will seek to purchase or otherwise acquire gold and other precious metal royalties, streams or similar interests from third party natural resource companies and others. In pursuit of such opportunities, we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions. There can be no assurance that we will be able to identify and complete any acquisition, transaction or business arrangement that we pursue on favorable terms or at all, or that any acquisition, transaction or business arrangement completed will ultimately benefit us.

 

Problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interests could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency of operators.

 

Defects in or disputes relating to the royalty interests we hold or acquire may prevent us from realizing the anticipated benefits from these interests and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Material changes could also occur that may adversely affect management’s estimate of the carrying value of our royalty interests and could result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the royalty interests we acquire, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mining property and to the agreement reflecting the royalty interest. Similarly, in many jurisdictions, royalty interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from change of control, bankruptcy or insolvency of operators, and our royalty interests could be materially restricted or set aside through judicial or administrative proceedings. We often do not have the protection of security interests that could help us recover all or part of our investment in a royalty interest in the event of an operator’s bankruptcy or insolvency.

 

Operators may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights.

 

Royalty interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing our existing or future royalty or other interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights, and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such dispute or in the event our position is not upheld, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise challenging, among other things, methods for calculating the royalty interest, various rights of the operator or third parties in or to the royalty interest or the underlying property, the obligations of a current or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest.

 

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The current COVID-19 pandemic has adversely affected, and may continue to adversely affect, operations at some properties in which we have royalty interests, which could have a material adverse effect on our results of operations and financial condition.

 

The world is currently experiencing a deadly outbreak of the coronavirus disease 2019, or COVID-19. Public health and government authorities have recommended and mandated precautions to mitigate the spread of COVID-19, including in some cases quarantines, shelter-in-place orders, and restrictions on mining-related activities. GoldMining, the ultimate parent company of the owners and operators of our royalty interests, has disclosed that its conduct of exploration and development programs may be impacted or delayed due to limitations on employee mobility, travel restrictions and shelter-in-place orders, which may restrict or prevent its ability to access the properties underlying our interests. Any such limitations, restrictions and orders may have a material adverse effect upon ongoing exploration programs at such mineral properties and, ultimately, on our financial condition and results of operations.

 

The current COVID-19 pandemic has significantly impacted the global economy and markets over the past several months and may continue to do so, which could adversely affect our business or the trading price of our securities.

 

The global economy, metal prices, and financial markets have experienced significant volatility and uncertainty due to COVID-19. This price volatility could cause operators or developers to defer or forgo projects, which could adversely impact our financial condition or our ability to generate future revenue. Moreover, in the ordinary course of business, we review opportunities to acquire new royalty interests and currently have acquisition opportunities at various stages of review. Reduced economic and travel activities or illness among our management team as a result of COVID-19 could limit or delay acquisition opportunities or other business activities. In addition, economic volatility, disruptions in the financial markets, or severe price declines for gold or other metals could adversely affect our ability to obtain future debt or equity financing for acquisitions on acceptable terms. Government efforts to counter the economic effects of COVID-19 through liquidity and stimulus programs may be insufficient or ineffective in preventing or reducing the effects of a recession. It is difficult to determine the extent of the economic and market impacts from COVID-19 and the many ways in which they may negatively affect our business and the trading price of our securities.

 

Potential litigation affecting the properties that we have royalty interests in could have a material adverse effect on us.

 

Potential litigation may arise between the operators of properties on which we have royalty interests or on which we acquire royalties, streams or similar interests in the future and third parties. As a holder of such interests, we generally do not have any influence on litigation such as this and generally will not have access to non-public information concerning such litigation. Any such litigation that results in the reduction, suspension or termination of a project or production from a property, whether temporary or permanent, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

 

Development and operation of mines is very capital intensive and any inability of the operators of properties underlying our existing or future royalty or other interests to meet liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of and revenue from our such interests.

 

If operators of properties where we hold interests do not have the financial strength or sufficient credit or other financing capability to cover the costs of developing or operating a mine, they may curtail, delay or cease development or operations at a mine site, or enter into bankruptcy proceedings. An operator’s ability to raise and service sufficient capital may be affected by, among other things, macroeconomic conditions, future commodity prices of metals to be mined, or further economic volatility in the United States, Canada and global financial markets. If certain of the operators of the properties on which we have royalty interests suffer these material adverse effects, then our existing or future royalty or other interests, including the value of and revenue from them, and the ability of operators to obtain debt or equity financing for the exploration, development and operation of their properties may be materially adversely affected.

 

In addition, our ability to generate future cash flows and our financial condition will be dependent to a large extent on the financial viability and operational effectiveness of owners and operators of the properties underlying the royalties, streams and similar interests that are or may be held by us. Payments from production generally flow through the operator and there is a risk of delay and additional expense in receiving such revenues. Payments may be delayed by restrictions imposed by lenders, delays in the sale or delivery of products, recovery by the operators of expenses, the establishment by the operators of Mineral Reserves for such expenses or the bankruptcy, insolvency or other adverse financial condition of the operator. Our rights to payment under royalties and similar interests must, in most cases, be enforced by contract without the protection of a security interest over property that we could readily liquidate. This inhibits our ability to collect outstanding royalties in the event of a default. In the event of a bankruptcy, insolvency or other arrangement of an operator or owner, in many instances, we will be treated like any other unsecured creditor, and therefore have a limited prospect for full recovery of royalty or similar revenue.

 

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Estimates of Mineral Resources on the projects in which we have royalty interests are subject to significant revision.

 

There are numerous uncertainties inherent in estimating Mineral Resources, including many factors beyond our control and the control of the operators of properties in which we have royalty and other interests. Such interests are prepared by the operator of the underlying property. We do not participate in the preparation or verification of such reports and have not independently assessed or verified the accuracy of such information.

 

In addition, the Mineral Resources referred to in this prospectus have been determined by the project operator based on assumed future prices, cut-off grades and operating costs. However, until mineral deposits are actually mined and processed, any Mineral Resources must be considered as estimates only. Any such estimates are expressions of judgment based on knowledge, analysis of drilling results and industry practices. Estimates can be imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. In addition, the grade and/or quantity of the metals ultimately recovered may differ from that interpreted from drilling results. There can be no assurance that metals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale. The grade of the reported Mineral Resources is uncertain in nature and it is uncertain whether further technical studies will result in an upgrade to them. Any material change in the quantity of mineralization, grade or mill feed to waste ratio or extended declines in market prices for the underlying metals may render some or all of our mineralization uneconomic and result in reduced reported Mineral Resources. Any material reductions in estimates of Mineral Resources reported by the operators of our interest, or of their potential ability to extract such Mineral Resources in the future, could have a material adverse effect on our financial condition.

 

If title to mining claims, concessions, licenses, leases or other forms of tenure is not properly maintained by the operators, or is successfully challenged by third parties, our existing royalty interests could be found to be invalid.

 

Our business is subject to the risk that operators of mining projects and holders of exploration or mining claims, tenements, concessions, licenses or other interests in land and minerals may lose their exploration or mining rights, allow them to expire, or have their rights to explore and mine properties contested by private parties or the government. Internationally, exploration and mining tenures are subject to loss for many reasons, including expiration, failure of the holder to meet specific legal qualifications, failure to establish a deposit capable of economic extraction, failure to pay maintenance fees or meet expenditure or work requirements, reduction in geographic extent upon passage of time or upon conversion from an exploration tenure to a mining tenure, failure of title, expropriation and similar risks. If title to exploration or mining tenures subject to our royalty interests has not been properly established or is not properly maintained, or is successfully contested, our royalty interests could be adversely affected.

 

Operations in foreign countries or other sovereign jurisdictions are subject to many risks, which could decrease our revenues.

 

Our royalty and other interests on properties outside of the United States are located in Canada, Colombia, Brazil and Peru. In addition, future acquisitions may expose us to new jurisdictions. Our activities and those of the operators of properties on which we hold royalty interests are subject to the risks normally associated with conducting business in foreign countries or within the jurisdiction of indigenous peoples that may be recognized as sovereign entities in the United States and elsewhere. These risks may impact the operators of our interests, depending on the jurisdiction, and include such things as:

 

  expropriation or nationalization of mining property;
  seizure of mineral production;

 

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  exchange and currency controls and fluctuations;
  limitations on foreign exchange and repatriation of earnings;
  restrictions on mineral production and price controls;
  import and export regulations, including trade sanctions and restrictions on the export of gold;
  changes in legislation and government policies, including changes related to taxation, government royalties, tariffs, imports, exports, duties, currency, foreign ownership, foreign trade, foreign investment and other forms of government take;
  challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of regulatory authorities, indigenous populations, non-governmental organizations or other third parties;
  changes in economic, trade, diplomatic and other relationships between countries, and the effect on global and economic conditions, the stability of global financial markets, and the ability of key market participants to operate in certain financial markets;
  high rates of inflation;
  labor practices and disputes;
  enforcement of unfamiliar or uncertain foreign real estate, mineral tenure, contract, water use, mine safety and environmental laws and policies;
  renegotiation, nullification or forced modification of existing contracts, licenses, permits, approvals, concessions or the like;
  war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environments;
  corruption;
  exposure to liabilities under anti-corruption and anti-money laundering laws, including the United States Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions to which we, but not necessarily our competitors, may be subject;
  suspension of the enforcement of creditors’ rights and shareholders’ rights; and
  loss of access to government-controlled infrastructure, such as roads, bridges, rails, ports, power sources and water supply.

 

These risks may limit or disrupt the exploration and development of mines or projects on which we hold royalty and other interests, restrict the movement of funds, or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation, and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

 

Opposition from indigenous people may delay or suspend development or operations at the properties where we hold royalty interests, which could decrease our revenues.

 

Various international and national, state and provincial laws, rules, regulations and other practices relate to the rights of indigenous peoples. Some of the properties where we hold royalty and other interests are located in areas presently or previously inhabited or used by indigenous peoples. Many of these laws impose obligations on governments to respect the rights of indigenous people. Some mandate that governments consult with indigenous people regarding government actions which may affect them, including actions to approve or grant mining rights or permits. One or more groups of indigenous people may oppose continued operation, further development, or new development of the properties where we hold royalty interests. Such opposition may be directed through legal or administrative proceedings or protests, roadblocks or other forms of public expression, and claims and protests of indigenous peoples may disrupt or delay activities of the operators of the properties.

 

In addition, the Supreme Court of Canada in Tsilhqot’ in Nation v. British Columbia held that aboriginal title is a beneficial interest in the land, the underlying control of which is retained by the Crown. The rights conferred by the aboriginal title include the right to determine how the land will be used, to enjoy, occupy and possess and to proactively use and manage the land including the natural resources. The Tsilhqot’in Nation case sets out criteria by which the Crown can override the aboriginal title in the public interest which includes consultations and accommodation, substantive and compelling objectives and respecting the fiduciary obligations to the aboriginal body in question. Our royalty interest in the Yellowknife Project and potential future royalty interests in Canada and other jurisdictions may now or in the future be the subject of indigenous land claims. The legal nature of such claims is a matter of considerable complexity. The impact of any such claim on our royalty interests cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of indigenous rights by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the activities of the operator of the Yellowknife Project or other existing or future interests.” 

 

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The mining industry is subject to environmental risks in the jurisdictions where projects underlying our interests are located, including risk associated with climate change.

 

Exploration, development and mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations intended to ensure the protection of the environment are constantly changing and evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs. Furthermore, mining may be subject to significant environmental and other permitting requirements regarding the use of raw materials needed for operations, particularly water and power. Concerns regarding climate change have resulted in international, national and local treaties, legislation and initiatives that affect mineral exploration and production, including those intended to reduce industrial emissions and increase energy efficiency. Compliance with all such laws and regulations, treaties and initiatives, referred to as the “Laws,” could increase permitting requirements, result in stricter standards and enforcement, and require significant increases in capital expenditures and operating costs by operators of properties subject to our interests. Further, breach of a Law may result in the imposition of fines and penalties or other adverse impacts on operators and their properties, which may be material. If an operator is forced to incur significant costs to comply with Laws or becomes subject to related restrictions that limit its ability to develop our projects, or expand operations, or if an operator were to lose its right to use or access power, water or other raw materials necessary to operate a mine, or if the costs to comply with Laws materially increased the capital or operating costs on the properties where we hold royalties, our revenues could be reduced, delayed or eliminated.

 

We depend on the services of our Chief Executive Officer, management and other key employees.

 

We believe that our success depends on the continued service of our key executive management personnel. The loss of services of key members of management or other key employees could disrupt the conduct of our business and jeopardize our ability to maintain our competitive position in the industry. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development of royalty interests is limited and there is competition for such persons. Recruiting and retaining qualified executive management and other key employees is critical to our success and there can be no assurance of such success. If we are not successful in attracting and retaining qualified personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

 

Certain of our directors and officers also serve as directors and officers of other companies in the mining sector, which may cause them to have conflicts of interest.

 

Certain of our directors and officers also serve as directors and officers of, or have significant shareholdings in, other companies involved in natural resources investment, exploration, development and production and, to the extent that such other companies may engage in transactions or participate in the same ventures in which we participate, or in transactions or ventures in which we may seek to participate, they may have a conflict of interest in negotiating and concluding terms with respect to such participation. In cases where our directors and officers have an interest in other companies, such other companies may also compete with us for the acquisition of royalties, streams or similar interests. Such potential conflicts of interests of our directors and officers may have a material adverse effect on our business, results of operations and financial condition.

 

We may use certain financial instruments that subject us to a number of inherent risks.

 

While we do not currently do so, from time to time, we may use certain financial instruments to manage the risks associated with changes in gold and other commodity prices, interest rates and foreign currency exchange rates. The use of financial instruments involves certain inherent risks including, among other things: (i) credit risk, the risk of default on amounts owing to us by the counterparties with whom we entered into such transaction; (ii) market liquidity risk, the risk that any such position cannot be closed out quickly, either by liquidating such financial instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk, the risk that, in respect of certain financial instruments, an adverse change in market prices for commodities, currencies or interest rates will result in us incurring an unrealized mark-to-market loss in respect of such derivative products.

 

We have negative cash flows from operating activities.

 

We had negative cash flow from operating activities in the period from our incorporation until September 30, 2020 and the three months ended December 31, 2020. We expect that we will use a portion of the proceeds of this offering to fund anticipated negative cash flow from operating activities in future periods. Given that we have no operating revenues, and do not anticipate generating operating revenues for the foreseeable future, all expenditures to fund operating activities must be provided by financings. There is no assurance that future financings can be completed on acceptable terms or at all. 

 

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Risks Related to Our Securities and this Offering

 

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

 

As a public company, we will be subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws. In addition, we will become subject to other reporting and corporate governance requirements, including certain requirements of the NYSE American, the rules and regulations of the Canadian Securities Administrators and certain provisions of the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act,” which will impose significant compliance obligations upon us. We will also be required to ensure that we have the ability to prepare financial statements that are fully compliant with all applicable reporting requirements on a timely basis. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual reports with respect to our business and operating results. Sarbanes-Oxley, as well as rules subsequently implemented by the SEC, and NYSE American, have imposed increased regulation and disclosure and require enhanced corporate governance practices of public companies. Our efforts to comply with evolving corporate governance laws, regulations and standards are likely to result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. These changes will require a significant commitment of additional resources. We may need to hire more employees in the future to comply with these requirements, which will increase our costs and expenses.

 

We may not be successful in implementing these requirements and implementing them could materially adversely affect our business. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our operating results on a timely and accurate basis could be impaired. If we do not implement such requirements in a timely manner or with adequate compliance, we might be subject to sanctions or investigations by regulatory authorities, such as the SEC, the Canadian Securities Administrators or NYSE American. Any such action could harm our reputation and the confidence of investors, customers and other third parties with whom we do business and could materially adversely affect our business and cause the trading price of our common shares or warrants to fall.

 

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

 

We also expect that being a public company and the applicability of these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

 

We may lose our “foreign private issuer” status in the future, which could result in additional costs and expenses to us.

 

We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the Securities and Exchange Commission, or SEC. We may in the future lose foreign private issuer status if a majority of our common shares are held in the United States and we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status, such as if: (i) a majority of our directors or executive officers are U.S. citizens or residents; (ii) a majority of our assets are located in the United States; or (iii) our business is administered principally in the United States. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer will be significantly more than the costs incurred as a Canadian foreign private issuer. If we are not a foreign private issuer, we would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are generally more detailed and extensive than the forms available to a foreign private issuer. In addition, we may lose the ability to rely upon exemptions from corporate governance requirements that are available to foreign private issuers.

 

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We are a “foreign private issuer” and may have disclosure obligations that are different from those of U.S. domestic reporting companies. As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which could limit the information publicly available to our shareholders.

 

As a “foreign private issuer,” we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We may not be required to file current reports as frequently or promptly as U.S. domestic reporting companies. Furthermore, our officers, directors and principal shareholders are exempt from the insider reporting and short-swing profit recovery requirements in Section 16 of the Exchange Act. Accordingly, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell their common shares. As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. As a result of such varied reporting obligations, shareholders should not expect to receive the same information at the same time as information provided by U.S. domestic companies.

 

In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices rather than those of the United States, except to the extent that such laws would be contrary to U.S. securities laws, provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all domestic U.S. corporate governance requirements. See “Management – Corporate Governance.”

 

We are an “emerging growth company,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our securities less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years following the completion of this offering. However, if our non-convertible debt issued within a three-year period exceeds $1.0 billion or revenues exceeds $1.07 billion, or the market value of our common shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Investors could find our securities less attractive if we choose to rely on these exemptions. If some investors find our securities less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common shares and our share price may be more volatile.

 

A small number of our shareholders could significantly influence our business.

 

We anticipate that GoldMining will, upon completion of the offering and assuming no exercise of the underwriters’ option to purchase additional common shares and/or warrants to cover over-allotments, own approximately 51.5% of our outstanding common shares. As such, it will be able to exercise significant influence over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of the Company or our assets. This concentration of ownership may make it more difficult for other shareholders to effect substantial changes in the Company, may have the effect of delaying, preventing or expediting, as the case may be, a change in control of the Company and may adversely affect the market price of our securities. Further, the possibility that GoldMining or any other significant shareholders may sell all or a large portion of their securities in a short period of time could adversely affect the trading price of our shares. Also, the interests of such shareholder may not be in the best interests of all shareholders.

 

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We will be a “controlled company” within the meaning of the NYSE American corporate governance rules. As a result, we will qualify for exemptions from certain corporate governance requirements and such exemptions could have an adverse effect on our public shareholders.

 

We have applied to list our common shares and warrants on the NYSE American. Upon the closing of this offering and assuming no exercise of the underwriters’ option to purchase additional common shares and/or warrants to cover over-allotments, GoldMining will continue to control a majority of our common shares. As a result, we will be a “controlled company” within the meaning of the NYSE American corporate governance standards. The NYSE American Company Guide provides that a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

 

  that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

 

  that we have a nominating and governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

  for an annual performance evaluation of the nominating and governance and compensation committees.

 

Although we currently do not intend to rely on the “controlled company” exemption provided in the NYSE American Company Guide, we could elect to rely on this exemption in the future. Our status as a controlled company could cause our common shares to look less attractive to certain investors or otherwise harm our trading price.

 

The market price of our securities may be volatile, which could result in substantial losses for investors purchasing securities in this offering.

 

The market price of our securities could be subject to significant fluctuations after this offering, and it may decline below the offering price. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our securities to wide price fluctuations regardless of our operating performance. Some of the factors that may cause the market price of our securities to fluctuate include:

 

  price and volume fluctuations in the global stock markets from time to time;
  changes in operating performance and stock market valuations of other companies in our industry;
  sales of our common shares by us or GoldMining;
  failure of securities analysts and credit rating agencies to maintain coverage of us, changes in financial estimates by securities analysts and credit rating agencies who follow us, or our failure to meet these estimates or the expectations of investors;
  the financial projections we may provide to the public (in the event we decide to provide any such projections), any changes in those projections or our failure to meet those projections;
  rumors and market speculation involving us or other companies in our industry;
  actual or anticipated changes in our results of operations or fluctuations in our results of operations;
  litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
  announced or completed acquisitions of businesses or technologies by us or our competitors;
  new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
  changes in tax laws and regulations as well as accounting standards, policies, guidelines, interpretations or principles;
  any significant change in our management team;
  general economic conditions and slow or negative growth of our markets; and
  other risk factors described in this section of the prospectus.

 

In addition, stock markets have historically experienced substantial price and volume fluctuations. Broad market and industry factors may harm the market price of our securities. Hence, the market price of our securities could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the market price of our securities regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs, our management’s attention and resources could be diverted and it could harm our business, operating results and financial condition.

 

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An active, liquid and orderly trading market for our securities may not develop.

 

There is currently no market through which our common shares or warrants may be sold and, if a market for our securities does not develop or is not sustained, you may not be able to resell your securities purchased in this offering. This may affect the pricing of our securities in the secondary market, the transparency and availability of trading prices, the liquidity of our securities and the extent of issuer regulation. The initial public offering price of our securities was determined through negotiations between us and the underwriters. The initial public offering price may not be indicative of the market price of our securities after this offering. In the absence of an active trading market for our securities, investors may not be able to sell their securities at or above the initial public offering price. We cannot predict the price at which our securities will trade.

 

Substantial future sales of our securities, or the perception that these sales could occur, may cause the price of our securities to drop significantly, even if our business is performing well.

 

A large volume of sales of our common shares or warrants could decrease the prevailing market price of such securities and could impair our ability to raise additional capital through the sale of equity securities in the future. Even if a substantial number of sales of our common shares or warrants does not occur, the mere perception of the possibility of these sales could depress the market price of our common shares or warrants and have a negative effect on our ability to raise capital in the future.

 

Additionally, sales of a substantial number of our common shares in the public market could occur at any time after the expiration of the 180-day contractual lock-up period described in the “Underwriting” section of this prospectus (or earlier if such lock-up period is waived by the underwriters). These sales, or the market perception that the holders of a large number of common shares intend to sell common shares, could significantly reduce the market price of our common shares and the market price could decline below the initial public offering price. We cannot predict the effect, if any, that future public sales of these common shares, or the availability of these common shares for sale will have on the market price of our common shares. If the market price of our common shares was to drop as a result, this might impede our ability to raise additional capital and might cause remaining shareholders to lose all or part of their investments.

 

Further, we cannot predict the size of future issuances of our common shares or other securities or the effect, if any, that future issuances and sales of our securities will have on the market price of our common shares or warrants. Sales of substantial amounts of our securities, or the perception that such sales could occur, may adversely affect prevailing market prices for our common shares or warrants.

 

The common shares are equity interests and would be subordinate to future issuances by us of either indebtedness or preferred shares.

 

Our common shares are equity interests and do not constitute indebtedness. As such, the common shares will rank junior to any indebtedness we may incur and to other non-equity claims against us and our assets available to satisfy claims against us, including in a liquidation. Additionally, holders of our common shares are subject to the prior dividend and liquidation rights of holders of our preferred shares, to the extent we issue preferred shares in the future and the preferred shares remain outstanding at that time. Our board of directors is authorized to issue classes or series of preferred shares without any action on the part of the holders of our common shares and we are permitted to incur debt. Upon liquidation, lenders and holders of any outstanding debt securities and preferred shares would receive distributions of our available assets prior to holders of our common shares.

 

We do not anticipate paying cash dividends, and accordingly, shareholders must rely on share appreciation for any return on their investment.

 

We have never paid any dividends on our common shares. We currently intend to retain our future earnings, if any, to fund the development and growth of our businesses and do not anticipate that we will declare or pay any cash dividends on our common shares in the foreseeable future. See “Dividend Policy.” As a result, capital appreciation, if any, of our common shares will be your sole source of gain on your investment for the foreseeable future. Investors seeking cash dividends should not invest in our common shares.

 

The warrants are speculative in nature.

 

Commencing on the date of issuance, holders of the warrants may exercise their right to acquire common shares by paying an exercise price of $7.50 per share. Following this offering, the market value of the warrants is uncertain and there can be no assurance that the market value of the warrants will equal or exceed their public offering price. Furthermore, each warrant will expire three years from the original issuance date. In the event our common share price does not exceed the exercise price of the warrants during the period when the warrants are exercisable, the warrants may not have any value.

 

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Holders of the warrants will have no rights as a common shareholder until they acquire our common shares.

 

The warrants offered hereby do not confer any rights of common share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire common shares at a fixed price. Upon exercise of a whole warrant, you will be entitled to exercise the rights of a common shareholder only as to matters for which the record date occurs after the exercise.

 

Our warrants will designate the courts of the State of New York or the United States District Court sitting in the City of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

 

Our warrants will provide that all questions concerning the construction, validity, enforcement and interpretation of the warrants shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party to the warrant will agree that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by the warrants (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. In addition, each party will irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute under or in connection with or with any transaction contemplated by or discussed in the warrant, and each party will irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.

 

Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, any other claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

 

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

 

Our management team will have broad discretion to use the net proceeds from this offering and its investment of these proceeds may not yield a favorable return. They may invest the proceeds of this offering in ways with which investors disagree.

 

Our management team will have broad discretion in the application of the net proceeds from this offering and could spend or invest the proceeds in ways with which our shareholders disagree. Accordingly, investors will need to rely on our management team’s judgment with respect to the use of these proceeds. We intend to use the proceeds from this offering in the manner described under “Use of Proceeds.” The failure by management to apply these funds effectively could negatively affect our ability to operate and grow our business.

 

We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering. In addition, the amount, allocation and timing of our actual expenditures will depend upon numerous factors. Accordingly, we will have broad discretion in using these proceeds. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

 

Investors in this offering will pay a much higher price than the book value of our common shares and therefore you will incur immediate and substantial dilution of your investment.

 

The initial public offering price of the units will be substantially higher than the net tangible book value per common share based on the total value of our tangible assets less our total liabilities immediately following this offering. Therefore, if you purchase common shares in this offering, you will experience immediate and substantial dilution of approximately $3.06 per share, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to this offering at an initial public offering price of $5.00 per share, assuming no value is attributed to the warrants included in the units. To the extent the warrants included as part of the units are ultimately exercised or the underwriters exercise their over-allotment option, you will experience further dilution. See “Dilution.”

 

The NYSE American may delist our securities from its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

 

We have applied to list our common shares and warrants for trading on the NYSE American under the trading symbols “GROY” and “GROY WS,” respectively, we cannot assure you that our securities will continue to be listed on the NYSE American. If the NYSE American delists our common shares and warrants from trading on its exchange, we could face significant material adverse consequences, including:

 

  a limited availability of market quotations for our securities;
     
  a determination that our common shares are a “penny stock” which will require brokers trading in our common shares to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common shares;
     
  a limited amount of news and analyst coverage for our Company; and
     
  a decreased ability to issue additional securities or obtain additional financing in the future.

 

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We are governed by the corporate laws of Canada which in some cases have a different effect on shareholders than the corporate laws of the United States and may have the effect of delaying or preventing a change in control.

 

We are governed by the CBCA and other relevant laws, which may affect the rights of shareholders differently than those of a company governed by the laws of a U.S. jurisdiction, and may, together with our charter documents, have the effect of delaying, deferring or discouraging another party from acquiring control of our Company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance. The material differences between the CBCA and Delaware General Corporation Law, or “DGCL,” that may have the greatest such effect include, but are not limited to, the following: (i) for certain corporate transactions (such as mergers and amalgamations or amendments to our articles) the CBCA generally requires the voting threshold to be a special resolution approved by 66 2/3% of shareholders, or as set out in the articles, as applicable, whereas DGCL generally only requires a majority vote; and (ii) under the CBCA a holder of 5% or more of our common shares can requisition a special meeting of shareholders, whereas such right does not exist under the DGCL. We cannot predict whether investors will find our Company and our common shares less attractive because we are governed by foreign laws. If some investors find our common shares less attractive as a result of us being governed by the CBCA, there may be a less active trading market for our common shares and our share price may be more volatile. See “Description of Share Capital – Material Differences Between the CBCA and Delaware General Corporation Law.”

 

In addition, a non-Canadian must file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a “Canadian Business” within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. Finally, limitations on the ability to acquire and hold our common shares may be imposed by the Competition Act (Canada). The Competition Act (Canada) establishes a pre-merger notification regime for certain types of merger transactions that exceed certain statutory shareholding and financial thresholds. Transactions that are subject to notification cannot be closed until the required materials are filed and the applicable statutory waiting period has expired or been waived by the Commissioner. However, the Competition Act (Canada) permits the Commissioner of Competition to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us, whether or not it is subject to mandatory notification. Otherwise, there are no limitations either under the laws of Canada, or in our articles of incorporation, or “articles,” or amended and restated bylaws, or “bylaws,” on the rights of non-Canadians to hold or vote our common shares. Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders. We cannot predict whether investors will find our Company and our common shares less attractive because we are governed by foreign laws.

 

U.S. civil liabilities may not be enforceable against us, our directors, our officers or certain experts named in this prospectus. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

 

We are governed by the CBCA and our principal place of business is in Canada. Many of our directors and officers, as well as certain experts named herein, reside outside of the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us and such directors, officers and experts or to enforce judgments obtained against us or such persons, in U.S. courts, in any action, including actions predicated upon the civil liability provisions of U.S. federal securities laws or any other laws of the United States. Additionally, rights predicated solely upon civil liability provisions of U.S. federal securities laws or any other laws of the United States may not be enforceable in original actions, or actions to enforce judgments obtained in U.S. courts, brought in Canadian courts.

 

Similarly, Warren Gilman is a resident of Hong Kong and all or a substantial portion of his assets are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against this non-Canadian resident. In addition, it may not be possible for Canadian investors to collect from non-Canadian resident judgements obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

 

Our bylaws provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in Canada, which could limit shareholders’ ability to obtain a favorable judicial forum for disputes with us.

 

We have included a forum selection provision in our bylaws that provides that, unless we consent in writing to the selection of an alternative forum, the Supreme Court of British Columbia and appellate courts therefrom (or, failing such Court, any other “court” as defined in the CBCA, having jurisdiction, and the appellate courts therefrom), will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us, (3) any action or proceeding asserting a claim arising pursuant to any provision of the CBCA or our articles or bylaws; or (4) any action or proceeding asserting a claim otherwise related to our “affairs” (as defined in the CBCA). Our forum selection provision also provides that our shareholders are deemed to have consented to personal jurisdiction in the Province of British Columbia and to service of process on their counsel in any foreign action initiated in violation of our provision. Therefore, it may not be possible for shareholders to litigate any action relating to the foregoing matters outside of the Province of British Columbia. To the fullest extent permitted by law, our forum selection provision will also apply to claims arising under U.S. federal securities laws. In addition, investors cannot waive compliance with U.S. federal securities laws and the rules and regulations thereunder.

 

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Our forum selection provision seeks to reduce litigation costs and increase outcome predictability by requiring derivative actions and other matters relating to our affairs to be litigated in a single forum. While forum selection clauses in corporate charters and bylaws/articles are becoming more commonplace for public companies in the United States and have been upheld by courts in certain states, a recent decision of the Supreme Court of Canada has cast some uncertainty as to whether forum selection clauses would be upheld in Canada. Accordingly, it is possible that the validity of our forum selection provision could be challenged and that a court could rule that such provision is inapplicable or unenforceable. If a court were to find our forum selection provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions and we may not obtain the benefits of limiting jurisdiction to the courts selected.

 

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.

 

The trading market for our common shares will depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. We cannot assure you that analysts will cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our common shares, our share and warrant price would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

 

U.S. holders of our common shares or warrants may suffer adverse tax consequences as a result of our passive foreign investment company status.

 

We expect to be classified as a passive foreign investment company, or PFIC for U.S. federal income tax purposes. If we are a PFIC for any taxable year during which a U.S. Holder (as defined under “Material U.S. Federal Income Tax Considerations”) holds the common shares or warrants, it would likely result in adverse U.S. federal income tax consequences for such U.S. Holder. U.S. Holders should carefully read “Material U.S. Federal Income Tax Considerations for United States Holders” for more information and consult their own tax advisors regarding the likelihood and consequences if we are treated as a PFIC for U.S. federal income tax purposes, including the advisability of making a “qualified electing fund” election (including a protective election), which may mitigate certain possible adverse U.S. federal income tax consequences but may result in an inclusion in gross income without receipt of such income.

 

Any issuance of preferred shares could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common shares or warrants, which could depress the market price of our common shares.

 

Upon completion of this offering, our board of directors will have the authority to issue preferred shares and to determine the preferences, limitations and relative rights of preferred shares and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred shares could be issued with liquidation, dividend and other rights superior to the rights of our common shares. The potential issuance of preferred shares may delay or prevent a change in control of us, discourage bids for our common shares at a premium over the market price and adversely affect the market price and other rights of the holders of our common shares and warrants.

 

The common shares may not be listed on a “designated stock exchange” for purposes of the Canadian Tax Act and the common shares and warrants may be subject to Canadian taxation on disposition.

 

In July 2017, NYSE MKT, which was listed by the Department of Finance (Canada) as a “designated stock exchange,” was rebranded as NYSE American. The Department of Finance (Canada) has not yet confirmed that NYSE American is a “designated stock exchange” for purposes of the Income Tax Act (Canada) and the Income Tax Regulations, collectively, referred to as the “Canadian Tax Act.” As a result, it is not clear whether the common shares will be considered as being listed on a “designated stock exchange” for purposes of the Canadian Tax Act. In these circumstances, the common shares and the warrants will be “taxable Canadian property” for purposes of the Canadian Tax Act if, at any particular time during the last 60-months, more than 50% of the fair market value of the shares was derived, directly or indirectly, from one or any combination of: (i) real or immoveable property situated in Canada, (ii) “Canadian resource properties” (as that term is defined in the Canadian Tax Act), (iii) “timber resource properties” (as that term is defined in the Canadian Tax Act) and (iv) options in respect of, or interests in, or for civil law rights in, property described in any of the foregoing whether or not the property exists. Unit holders are encouraged to consult a tax advisor as to the Canadian tax consequences of disposing of common shares and warrants (as well as any shares received on exercise of warrants).

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus includes forward-looking statements and forward-looking information within the meaning of Canadian securities laws and the Private Securities Litigation Reform Act of 1995, collectively referred to as “forward-looking statements.” Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information. Many of these statements appear, in particular, under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Forward-looking statements can often be identified by the use of terminology such as “subject to,” “believe,” “anticipate,” “plan,” “target,” “expect,” “intend,” “estimate,” “project,” “outlook,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, forward-looking statements in this prospectus include, but are not limited to, statements about:

 

  the development of properties where we own royalty interests;
     
  estimates regarding our current or future royalty, streaming or similar interests, particularly on development stage properties;
     
  our ability to access data regarding the operations underlying our royalty and other interests;
     
  the risks faced by the owners and operators of our royalty and other interests;
     
  our expectations regarding the volatility in gold and other commodity prices;
     
  our ability to achieve growth based on our acquisition strategy;
     
  estimates of Mineral Resources on the projects in which we have royalty interests;
     
  our expectations regarding the counterparty risks relating to our royalty interests;
     
  developments in the federal, state and foreign legislation governing us or the operators of properties where we hold royalty interests;
     
  our estimates regarding future revenue, expenses and needs for additional financing; and
     
  our ability to attract and retain qualified employees and key personnel.

 

These forward-looking statements are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances, including that:

 

current gold, base metal and other commodity prices will be sustained, or will improve;
   
the proposed development of our royalty projects will be viable operationally and economically and will proceed as expected;
   
any additional financing required by us will be available on reasonable terms; and
   
operators of the properties where we hold royalty interests will not experience any material accident, labor dispute or failure of equipment.

 

Despite a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct.

 

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Forward-looking statements are necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the following risk factors described in greater detail under the heading entitled “Risk Factors.” Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements.

 

These factors should not be construed as exhaustive and should be read with other cautionary statements in this prospectus. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speaks only as of the date made. The forward-looking statements contained in this prospectus represents our expectations as of the date of this prospectus (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

 

An investment in us is speculative and involves a high degree of risk due to the nature of our business and the present state of exploration of our royalty projects. Please carefully consider the risk factors set out herein under “Risk Factors,” starting at page 14.

 

All of the forward-looking statements contained in this prospectus are expressly qualified by the foregoing cautionary statements. Investors should read this entire prospectus and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment in the units.

 

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EXCHANGE RATE DATA

 

We express all amounts in this prospectus in U.S. dollars, except where otherwise indicated. The table below shows the period end, average, high and low exchange rates of Canadian dollars per U.S. dollar for the periods shown. Average rates are computed based on the conversion rates of the Bank of Canada for the U.S. dollar published on each business day during the relevant year indicated or each business day during the relevant month indicated. The exchange rates included in the table below are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.

 

   Month Ended 
   June 30,   July 31,   August 31,   September 30, 
   2020   2020   2020   2020 
High   1.3682    1.3616    1.3377    1.3396 
Low   1.3383    1.3360    1.3042    1.3055 
End of period   1.3628    1.3404    1.3042    1.3339 
Average   1.3550    1.3499    1.3222    1.3228 

 

    Month Ended  
    October 31,     November 30,     December 31,  
    2020     2020     2020  
High     1.3349       1.3257       1.2952  
Low     1.3122       1.2965       1.2718  
End of period     1.3318       1.2965       1.2732  
Average     1.3215       1.3068       1.2808  

 

Unless otherwise specified herein, all Canadian dollar amounts have been converted to U.S. dollar amounts based on the conversion rate of the Bank of Canada published on March 1, 2021, which was US$1.00 equals C$1.2661.

 

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USE OF PROCEEDS

 

We estimate that we will receive net proceeds of $72,970,000, or $84,120,000 if the underwriters exercise their over-allotment option in full, from the sale of the units offered by us, based upon the initial public offering price of $5.00 per unit, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

Principal Purposes

 

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a market for our common shares, and facilitate future access to the public equity markets for us and our shareholders. We currently intend to use the net proceeds of this offering for general corporate purposes and to implement our growth and acquisition strategy.

 

As at the end of the most recent calendar month, we had working capital of approximately $2 million. The following table sets forth the intended use of available funds, being such working capital amount along with the estimated net proceeds of $72,970,000, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

Principal purpose   Amount 
Future acquisitions  $

70,000,000

 
General and administrative expenses  $

3,500,000

 
Other general working capital purposes  $

1,470,000

 
Total  $

74,970,000

 

 

The expected use of net proceeds of this offering represents our current intentions based upon our present plan and business conditions. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. We will have broad discretion in the application of the net proceeds in the category of “general corporate purposes” and “future acquisitions” and investors will be relying on our judgment regarding the application of the proceeds of this offering. Depending on the outcome of our business activities and other unforeseen events, our plans and priorities may change and we may apply the net proceeds of this offering in different proportions than we currently anticipate. We estimate that we will utilize approximately $70.0 million of the available funds for future direct or indirect acquisitions of royalties, streams or similar interests. There are no specific proposed acquisitions or other definitive plans for the expenditure of these funds as of the date hereof. Accordingly, all allocations will be at the sole discretion of our management and board of directors. See “Risk Factors.”

 

Our general and administrative expenses for the 12 months following the completion of the offering are expected to be as follows: (i) $0.1 million for consulting fees; (ii) $0.5 million for professional fees; (iii) $0.4 million for management and directors’ fees; and (iv) $2.5 million for general and administrative costs. We expect that other general working capital requirements will include other expenses that primarily relate to early stage acquisition and other business development identification and diligence, such as third-party geological, legal and other consultant expenses related thereto.

 

Pending use of the proceeds from this offering as described above, we intend to invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities or certificates of deposit.

 

Business Objectives and Milestones

 

We are primarily engaged in the acquisition of gold and other precious metal royalty, streaming and similar interests. After the completion of this offering, we expect to pursue two primary business objectives: (a) manage our current royalty portfolio; and (b) investigate and execute on opportunities to acquire additional royalties, streams and similar interests. To complete our objective regarding the acquisition of additional interests, the primary milestone to be achieved is the successful identification, negotiation and execution of agreements in respect of such future acquisitions. While we intend to aggressively seek acquisition opportunities, the cost of any such acquisition will be transaction dependent and we are unable to predict the amount of time required to achieve such milestone. See “Business” and “Risk Factors.”

 

While we review potential acquisition opportunities and enter into discussions with third-parties regarding such opportunities from time to time and on an ongoing basis, as of the date hereof, we have not entered into any definitive agreements regarding any additional acquisitions and none of our discussions with third-parties have progressed to the stage of a binding acquisition agreement or other definitive arrangements.

 

The ongoing COVID-19 pandemic and related mobility, travel and other restrictions are expected to continue to impact our ability to complete site-visits and diligence of potential acquisition opportunities, which may in turn impact our ability to complete our stated business objectives on our currently budgeted timelines. See “Risk Factors” and “Financial Condition and Results of Operation – Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

No Positive Operating Cash Flow

 

We had no positive operating cash flow for the year ended September 30, 2020 or the three months ended December 31, 2020. If we continue to have no positive cash flow into the future, net proceeds may need to be allocated to fund our operations. We anticipate we will have negative cash flow from operating activities in future periods until such time as the properties underlying our existing royalties or other future interests generate revenues. Future cash flows from such interests are dependent upon the underlying properties achieving production. There can be no assurance that such production will ever be achieved. See “Risk Factors.”

 

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DIVIDEND POLICY

 

We have never declared or paid any dividends on our common shares or any of our other securities. We currently intend to retain any future earnings to finance the growth and development of our business, and we do not anticipate that we will declare or pay any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, restrictions under any future indebtedness and other factors the board of directors deems relevant.

 

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CAPITALIZATION

 

The following table sets forth our cash and cash equivalents and our capitalization as at September 30, 2020 on:

 

  an actual basis; and
     
  on an as adjusted basis to give further effect to our issuance and sale of units in this offering at an initial public offering price of $5.00 per unit, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

This table should be read in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes thereto appearing elsewhere in this prospectus.

 

 

  

As Reported

As at December 31, 2020

   Pro Forma as Adjusted for the Acquisition of royalty on the Quartz Mountain Project    Pro Forma as Adjusted for IPO(1) 
   ($)   ($)   ($) 
Cash   2,509,704    2,359,704    75,329,704 
                
Equity               
Issued Capital   16,046,055    16,046,055    89,016,055 
Reserve   7,395    7,395    7,395 
Accumulated deficit   (640,434)   (640,434)   (640,434)
Accumulated other comprehensive income   332,454    332,454    332,454 
Total Equity   15,745,470    15,745,470    88,715,470 
                
Total Capitalization   15,745,470    15,745,470    88,715,470 

 

Note:

 

  (1) Assume no over-allotment option is exercised by the underwriters and no value is attributed to the warrants included in the units.

 

The table set forth above is based on 22,825,000 shares of our common shares outstanding as of December 31, 2020.

 

An increase (decrease) of one million in the number of units we are offering would increase (decrease) each of pro forma as adjusted additional paid-in capital, total shareholders’ equity (deficit) and total capitalization by approximately $4.7 million, assuming the initial public offering price per unit, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

The outstanding share information in the table above excludes the following:

 

  3,882,500 common shares reserved for future issuance under our share-based compensation plans based on the number of common shares expected to be outstanding upon completion of the offering; and
     
  8,000,000 common shares issuable upon the exercise of the warrants to be issued in this offering at an exercise price of $7.50 per share.

 

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DILUTION

 

If you invest in our units in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per unit and the pro forma as adjusted net tangible book value per share of our common shares immediately after this offering, assuming no value is attributed to the warrants included in the units. The historical net tangible book value of our common shares as of December 31, 2020 was $2,362,224, or $0.10 per share based upon 22,825,000 common shares outstanding as of that date. Net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of common shares outstanding at December 31, 2020.

 

After giving effect to the receipt of the net proceeds from our sale of 16,000,000 units in this offering at an initial public offering price of $5.00 per unit, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, pro forma as adjusted net tangible book value as of December 31, 2020 would have been $75.2 million, or $1.94 per common share. This represents an immediate increase in pro forma as adjusted net tangible book value of $1.84 per share to existing shareholders and an immediate dilution of $3.06 per common share, assuming no value is attributed to the warrants included in the units, to new investors purchasing units in this offering.

 

The following table illustrates this dilution on a per share basis to new investors, assuming no value is attributed to the warrants included in the units (unaudited):

 

Assumed public offering price per share           $ 5.00  
Historical net tangible book value per share at December 31, 2020   $ 0.10          
Increase in net tangible book value per share after this offering   $ 1.84          
Pro forma as adjusted net tangible book value per share as of December 31, 2020 after giving further effect to this offering           $ 1.94  
Dilution in pro forma as adjusted net tangible book value per share to new investors           $ 3.06  

 

We may increase or decrease the number of units we are offering. An increase of 1,000,000 in the numbers of units offered by us would increase our pro forma as adjusted net tangible book value by approximately $4.7 million or $0.06 per share, and decrease the dilution per share to investors participating in this offering by $0.06 per share, assuming no value is attributed to the warrants included in the units and the initial public offering price per unit remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a decrease of 1,000,000 in the numbers of units offered by us would decrease our pro forma as adjusted net tangible book value by approximately $4.7 million or $0.08 per share, and increase the dilution per share to investors participating in this offering by $0.08 per share, assuming no value is attributed to the warrants included in the units and the initial public offering price per unit remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per share would be $2.09 per share, and the dilution in net tangible book value per share to new investors in this offering would be $2.91 per share, assuming no value is attributed to the warrants included in the units.

 

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2020, the aggregate number of common shares, as well as the total consideration and the average price per share paid to us by existing shareholders and to be paid by new investors acquiring shares in this offering, assuming no value is attributed to the warrants included in the units.

 

    Shares Purchased     Total Consideration     Average Price Per  
    Number     %     Amount     %     Share  
Existing shareholders before this offering     22,825,000       58.8 %   $ 15,974,750       16.6 %   $ 0.70  
Investors participating in this offering     16,000,000       41.2 %   $ 80,000,000       83.4 %     5.00  
Total     38,825,000       100.0 %   $ 95,974,750       100.0 %   $ 2.47  

 

The table above assumes no exercise of the underwriters’ option to purchase additional common shares and/or warrants to cover over-allotments. If the underwriters’ option to purchase additional common shares and/or warrants to cover over-allotments, if any, in connection with this offering, is exercised in full, the number of common shares held by the existing shareholders after this offering would be reduced to 55.4% of the total number of common shares outstanding after this offering, and the number of common shares held by new investors would increase to 18,400,000 common shares, or 44.6% of the total number of common shares outstanding after this offering.

 

The outstanding common share information in the table above excludes the following:

 

  3,882,500 common shares reserved for future issuance under our share-based compensation plans based on the number of common shares expected to be outstanding upon the completion of the offering; and
     
  8,000,000 common shares issuable upon the exercise of the warrants to be issued in this offering at an exercise price of $7.50 per share.

 

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SELECTED HISTORICAL FINANCIAL DATA

 

The following tables set forth a summary of our selected historical financial data at, and for the period ended on, the dates indicated. Our financial statements for the period from incorporation to September 30, 2020 have been prepared in accordance with IFRS and the interim financial statements for the three months ended December 31, 2020 have been prepared in accordance with IFRS as applicable to the preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting. Our financial statements are presented in U.S. dollars except where otherwise indicated. We have derived the statements of loss and other comprehensive loss data for the period from June 23, 2020, being the date of our incorporation, to September 30, 2020 and the statement of financial position data as September 30, 2020 from our audited financial statements included in this prospectus. The statement of loss and other comprehensive loss data for the three months ended December 31, 2020 and the statement of financial position data as at December 31, 2020 are derived from our condensed interim consolidated financial statements for the three months ended December 31, 2020 included in this prospectus. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.

 

You should read this data together with our financial statements and related notes appearing elsewhere in this prospectus and the sections in this prospectus entitled “Capitalization,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Statement of Loss and Other Comprehensive Loss Data

 

   Period from incorporation on June 23, 2020 to September 30, 2020  

Three months

ended

December 31,

2020

 
Net loss  $(140,631)   (499,803)
Net loss per share, basic and diluted  $(140,631)   (0.04)

 

Statement of Financial Position Data

 

   As at
September 30, 2020
  

As at

December 31,

2020

 
Cash  $37,539    2,509,704 
Other receivables  $241    14,189 
Prepaids  $16,089    19,792 
Current assets  $53,869    2,543,685 
Total assets  $55,456    15,928,449 
Total liabilities  $196,382    182,979 
Total shareholder’s equity (deficit)  $(140,926)   15,745,470 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion of our financial condition and results of operations should be read together with our financial statements for the period from incorporation to September 30, 2020 prepared in accordance with IFRS and the interim financial statements for the quarter ended December 31, 2020 prepared in accordance with IFRS as applicable to the preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting, and the related notes and the other financial information included elsewhere in this prospectus. Amounts for subtotals, totals and percentage variances included in tables may not sum or calculate using the numbers as they appear in the tables due to rounding. This discussion contains forward-looking statements that involve significant risks and uncertainties. Our actual results, performance and achievements could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

 

This management’s discussion and analysis of financial condition and results of operations for the period from June 23, 2020, being the date of our incorporation, to September 30, 2020, and the quarter ended December 31, 2020, should be read in conjunction with our audited financial statements and the condensed interim consolidated financial statements, and the related notes thereto, included elsewhere herein. The information contained in this management’s discussion and analysis is current as of the date hereof.

 

Overview

 

We are a precious metals-focused royalty and streaming company offering creative financing solutions to the metals and mining industry. Our mission is to acquire royalties, streams and similar interests at varying stages of the mine life cycle to build a balanced portfolio offering near, medium and longer-term attractive returns for our investors.

 

Our diversified portfolio currently consists of NSR royalties ranging from 0.5% to 2.0% on 18 gold properties covering 12 projects located in the Americas, of which 17 properties are owned by subsidiaries of our parent, GoldMining. We have additional rights to acquire nine royalty interests from third parties holding royalties on certain of such properties. On February 3, 2021, we completed the acquisition of a 1.0% NSR on a portion of the Quartz Mountain Project, located in Oregon, USA in consideration for $150,000.

 

We do not conduct exploration, development or mining operations on the properties in which we hold interests and we are not required to contribute capital costs, exploration costs, environmental costs or other operating costs on these properties.

 

In addition, we seek to acquire and manage additional royalties, streams and other interests on gold and other precious metals projects. In the ordinary course of business, we engage in a continual review of opportunities to acquire royalty, stream or similar interests, to establish new interests on mining projects, to create new royalty, stream or similar interests through the financing of mine development or exploration, or to acquire companies that hold such interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, our analysis of technical, financial, legal and other confidential information of particular opportunities, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.

 

See “Business.”

 

As our current royalty portfolio is entirely on gold projects, the value of our assets and our financial condition will be primarily tied to the price of gold. Fluctuations in gold prices may impact the carrying value of our assets and our ability to generate any future cash flows from our existing or future royalty, streams or other interests. See “Risk Factors.”

 

COVID-19 and Current Economic Environment

 

A substantial majority of our existing royalty and other interests are in respect of projects owned and operated by subsidiaries of GoldMining, which has disclosed that its conduct of exploration and development programs may be impacted or delayed due to limitations on employee mobility, travel restrictions and shelter-in-place orders that have been put in place as a result of the ongoing COVID-19 pandemic, which may restrict or prevent its ability to access the properties underlying our interests. Any such limitations, restrictions and orders may have a material adverse effect upon ongoing exploration programs at such mineral properties and, ultimately, on our and/or GoldMining’s business and financial condition.

 

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In addition, the ongoing COVID-19 pandemic and related mobility, travel and other restrictions are expected to continue to impact our ability to complete site-visits and diligence of potential acquisition opportunities.

 

See “Risk Factors.”

 

Operating Results

 

From the date of our incorporation, being June 23, 2020, to September 30, 2020, we incurred professional fees of $119,782, which primarily related to our incorporation, the acquisitions of our royalty and other interests, corporate tax advisory and other matters relating to our launch. During the three months ended December 31, 2020, we incurred professional fees of $283,059, which primarily related to audit fees, legal fees for general corporate matters and fees for services provided by our auditors and legal counsels in connection with the registration statement.

 

In the period from our incorporation to September 30, 2020, we incurred $5,106 of general and administrative costs, which primarily comprised technology expenses. During the three months ended December 31, 2020, we incurred $34,048 general and administrative costs, which primarily comprised corporate branding and website design expenses.

 

Management fees and salaries in the period from our incorporation to September 30, 2020 and the three months ended December 31, 2020 were $15,698 and $34,536, which primarily consisted of salaries paid to or payable to members of our management, respectively.

 

During the three months ended December 31, 2020, we recognized share-based compensation expense of $78,700, of which $71,305 related to the award of performance based restricted shares vested during the period, and $7,395 represents fair value of the share options issued by GoldMining to one of our officers.

 

In the three months ended December 31, 2020, we recognized a foreign exchange loss of $69,321, which primarily consisted of exchange difference on the translation of cash denominated in U.S. dollars to the functional currency, Canadian dollars.

 

Our net loss for the period since our incorporation to September 30, 2020 was $140,631. The net loss for the three months ended December 31, 2020 was $499,803.

 

Liquidity and Capital Resources

 

Our capital resources consist primarily of cash raised from the issuance of equity.

 

As at September 30, 2020, we had cash of $37,539. In December 2020, we completed a private placement of 1,325,000 common shares at a subscription price of $2.15 per share for gross proceeds of $2,848,750. On December 31, 2020, we had cash of $2,509,704.

 

During the period from our incorporation to September 30, 2020, our liquidity needs were met through monies advanced by our parent company, GoldMining.

 

As at September 30, 2020, we had current liabilities of $196,382, which included $120,930 due to GoldMining and $9,364 payable to key management personnel for management fees and salaries. The amount due to GoldMining consisted of expenses paid by GoldMining on our behalf and funds advanced to us by GoldMining which were unsecured, non-interest bearing and due on demand. The amounts payable to GoldMining and management outstanding at September 30, 2020 were subsequently paid.

 

We believe that following the completion of the initial public offering, our financial resources will be adequate to cover anticipated expenditures for general and administrative costs and capital expenditures for at least twelve months following the closing of the offering. Our current financial resources are also available to fund acquisitions of additional interests. Our long-term capital requirements are primarily affected by our ongoing acquisition activities. We currently, and generally at any time, have acquisition opportunities in various stages of active review. In the event of one or more substantial royalty, stream or other acquisitions, we may seek additional debt or equity financing as necessary. See “Use of Proceeds.”

 

We have not generated any revenue from operations and the only sources of financing to date have been through advances from our parent company and issuances of common shares pursuant to private placements. Our ability to meet our obligations and finance investment activities depends on our ability to generate cash flow through the issuance of common shares pursuant to private placements and short-term or long-term loans. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. This may be further complicated by the limited liquidity for our common shares, restricting access to some institutional investors. Our growth and success is dependent on external sources of financing which may not be available on acceptable terms, or at all.

 

Summary of Cash Flows

 

Operating Activities

 

The total amount we spent on our operating activities during the period from incorporation, June 23, 2020 to September 30, 2020 of $83,096 was paid by GoldMining, our parent company, on our behalf. The cash used in operations reflected a net loss of $140,631 offset by non-cash changes including an increase in other receivables of $241 and prepaids of $16,089 and an increase in accounts payable and accrued liabilities of $73,820. Significant operating expenditures during the period included management fees, salaries and benefits, general and administrative expenses and professional fees.

 

During the three months ended December 31, 2020, the total amount we spent on our operating activities was $422,056, which reflected a net loss of $499,803 offset by non-cash changes including an increase in accounts payable and accrued liabilities of $99,655 and repayment of amount due to GoldMining of $83.096. Significant operating expenditures during the period included management salaries, general and administrative costs and professional fees.

 

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Investing Activities

 

In the three months ended December 31, 2020, we paid for a computer equipment of $1,632, and legal and tax advisory fees of $25,779 for the purchase of the royalty interests from GoldMining.

 

On February 3, 2021, we completed the acquisition of a 1.0% NSR on a portion of the Quartz Mountain Project, located in Oregon, USA in consideration for $150,000 paid in cash.

 

Financing Activities

 

Net cash provided by financing activities during the period from incorporation, June 23, 2020 to September 30, 2020 was $37,539. The net cash provided by financing activities primarily related to funds advanced to us by GoldMining and is unsecured, non-interest bearing and due on demand.

 

During the three months ended December 31, 2020, net cash provided by financing activities was $2,861,212. The net cash provided by financing activities primarily related to proceeds received from the issuance of common shares of $2,898,750, offset by the repayment of a cash advance from GoldMining of $37,538.

 

Contractual Obligations

 

As at September 30, 2020 and December 31, 2020, we did not have any payments due over the succeeding five year period pursuant to any contractual obligations.

 

Off-Balance Sheet Arrangements

 

At September 30, 2020 and December 31, 2020, we did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

 

Critical Accounting Estimates and Judgments

 

The preparation of financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

 

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment include the determination of the fair value of acquired royalty interests, key assumptions underlying the recoverable amounts used in impairment testing, and estimates and assumptions used in the determination of fair value of restricted shares.

 

Qualitative and Quantitative Disclosures about Financial Risks

 

Financial Instruments

 

Our financial assets at September 30, 2020 and December 31, 2020 include cash. Our financial liabilities include accounts payable and accrued liabilities, and due to our parent company. The carrying value of our financial liabilities approximate fair value due to their short term to maturity.

 

Financial risk management objectives and policies

 

The financial risk arising from our operations are credit risk, liquidity risk and currency risk. These risks arise from the normal course of operations and all transactions undertaken are to support our ability to continue as a going concern. The risks associated with these financial instruments and the policies on how we mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

 

Credit risk

 

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily associated with our bank balances. We mitigate credit risk associated with our bank balance by holding cash with large, reputable financial institutions.

 

Liquidity risk

 

Liquidity risk is the risk that we will not be able to settle or manage our obligations associated with financial liabilities. To manage liquidity risk, we closely monitor our liquidity position and ensure we have adequate sources of funding to finance its projects and operations. Our working capital deficit as at September 30, 2020 was $142,513 and our working capital as at December 31, 2020 was $2,360,706. Our accounts payable and accrued liabilities are expected to be realized or settled, respectively, within a one-year period.

 

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Commodity price risk

 

Our future profitability will be dependent on the royalty income to be received from mine operators. Royalties are based on a percentage of the minerals or the products produced, or revenue or profits generated from the property which is typically dependent on the prices of the minerals the property operators are able to realize. Mineral prices are affected by numerous factors such as interest rates, exchange rates, inflation or deflation and global and regional supply and demand.

 

Currency risk

 

We report our financial statements in U.S. dollars. Our functional currency is the Canadian dollar. We are exposed to foreign exchange risk when we undertake transactions and hold assets and liabilities in currencies other than our functional currency. We currently do not engage in foreign exchange currency hedging. As at September 30, 2020, the currency risk on our financial instruments that were denominated in foreign currencies was minimal.

 

At December 31, 2020, we held U.S. dollar cash the translation of which impacts our net loss due to currency fluctuations between the Canadian and U.S. dollars. The impact of a Canadian dollar change against the U.S. dollar on cash by 10% would have an impact of approximately $244,000 on net loss for the three months ended December 31, 2020.

 

JOBS Act

 

In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As we report under IFRS, we may not avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

 

We continue the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation, providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the completion of our IPO; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

 

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BUSINESS

 

History and Development of the Company

 

We are a corporation organized under the laws of Canada. We are currently a subsidiary of GoldMining. We were incorporated on June 23, 2020. Our principal executive office is located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 2Y3 and our telephone number is +1 (604) 396-3066. Our registered office is 1000-925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2. Our website address is www.goldroyalty.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus.

 

Recent Developments

 

On November 27, 2020 we entered into the Royalty Purchase Agreement with our parent company, GoldMining, pursuant to which GoldMining caused its applicable subsidiaries to create and issue to us royalty interests and transfer to us certain buyback rights held by them in consideration for 15,000,000 of our common shares. The purchase price paid by us pursuant to this transaction was $13,076,000, which purchase price was satisfied by us through the issuance of 15,000,000 of our common shares to GoldMining. See “BusinessProperty, Plants and Equipment.”

 

On December 4, 2020, we completed a private placement, pursuant to which we issued 1,325,000 of our common shares at a subscription price of $2.15 per share for gross proceeds of $2,848,750.

 

On February 3, 2021, we completed the acquisition of a 1.0% NSR on a portion of the Quartz Mountain Project, located in Oregon, USA in consideration for $150,000. See “– Property, Plants and Equipment”.

  

Business Overview

 

We are a precious metals-focused royalty and streaming company offering creative financing solutions to the metals and mining industry. Our mission is to acquire royalties, streams and similar interests at varying stages of the mine life cycle to build a balanced portfolio offering near, medium and longer-term attractive returns for our investors.

 

Our diversified portfolio currently consists of NSR royalties ranging from 0.5% to 2.0% on 18 gold properties covering 12 projects located in the Americas, of which 17 properties are owned by subsidiaries of our parent, GoldMining. We have additional rights to acquire nine royalty interests from third parties holding royalties on certain of such properties. See “Business Property, Plants and Equipment Royalty Interests.

 

Our Strategy

 

Our strategy is to build a diversified asset base, with a focus on gold and other precious metals, by being a preferred partner to operating companies in the global mining industry. In doing so, our goal is to grow our net asset value per share and to generate value for all of our stakeholders over time. Our current long-term strategy is to build upon our significant existing resource base, which we believe offers substantial growth potential through future development of the underlying properties.

 

We plan to focus on acquiring royalties, streams and similar interests on mines and projects at varying stages of the mine life cycle to build a balanced portfolio offering near, medium, and longer-term growth in underlying net asset value per share. We intend to diversify our existing portfolio by adding additional assets across a range of precious metals mines and projects in the Americas and other jurisdictions around the world as opportunities arise.

 

Our management team, board of directors and advisory board have in excess of 250 years of combined mining sector experience, including exploration, development, operating and capital markets experience. We intend to capitalize on our significant collective knowledge, experience, and contacts to add value to, the owners and operators of existing and prospective mines we partner with.

 

Such potential additional assets may include, among other things:

 

  royalties on gold and other precious metals projects, pursuant to which we would receive payments from the operators of the underlying mines based on production and/or sales of mineral products; and
     
  gold and other precious metals streams, pursuant to which we would make an upfront payment to a project owner or operator in exchange for long-term rights to purchase a fixed percentage of future production.

 

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Such interests may be acquired by us directly from the owner or operator of a project or indirectly from third party holders. In addition, from time to time, we may seek to make direct strategic equity or debt investments in companies engaged in the exploration, development and/or production of gold and other precious metals. We may also seek to acquire direct joint venture or other interests in existing projects, where such interests would provide us with exposure to a project as a non-operator or where we believe there is potential to convert such interests into royalties, streams or similar interests.

 

We believe our core team has the experience and capability to provide creative solutions to our prospective partners thereby enhancing our ability to acquire attractive growth assets, whether in competitive auction processes or as a result of bilateral discussions.

 

As part of our strategy, we expect to utilize a cost-efficient business model by operating with a small, but highly experienced team and calling upon third-party resources to supplement our skill set as opportunities may arise. This strategy should enable us to maintain a high degree of flexibility in our cost structure. We believe it will also help to ensure that our business model is scalable and should allow us to seek new growth opportunities in a cost effective and value enhancing manner.

 

Royalties and Streams Generally

 

A royalty is a payment to a royalty holder that is typically based on a percentage of the minerals produced or the revenues or profits generated from the underlying project. With a stream, the holder makes an upfront payment or deposit to purchase a pre-agreed percentage of a mine’s production at a defined or pre-determined price. Royalties and streams are typically for the life of a mine, but streams can also be structured over a specified period or production interval. Royalties and streams are non-operating interests in the underlying project and therefore, the holder is generally not responsible for contributing additional funds for any purpose, including capital and operating costs.

 

Royalties and streams limit the holder’s exposure, in most instances, to exploration, development, operating, sustaining or reclamation expenditures typically associated with an operating interest in a mine. While they have limited operating exposure, royalty and stream holders do however benefit from any resource expansion or upside generated by exploration success, mine life extensions and operational expansions within the areas covered by the interest. A royalty and streaming business model provides greater diversification than typical mining companies. Royalty and streaming companies typically hold a portfolio of diversified assets, whereas mining companies generally depend on one or few key mines. Royalty and streaming companies therefore generally offer a relatively lower risk investment when compared to operating companies, while still offering potential upside to resource expansion and underlying commodity prices. We do not currently hold any stream interests but may acquire them in the future.

 

Our Business Model

 

Our business model is focused on managing and growing our portfolio of precious metals interests through the acquisition of additional royalties, streams and similar interests. We do not operate mines, develop projects or conduct exploration. We believe that the advantages of this business model include the following:

 

  Lower volatility through diversification. By investing in precious metals interests across a spectrum of geographies, we reduce our dependency on any one asset, project or location.
     
  Exploration upside with less risk. We have limited direct financial exposure to exploration, development, operating and sustaining capital expenditures typically associated with mining projects, while generally maintaining exposure to potential upside attributable to mine life extensions, operational expansions and exploration success associated with the assets underlying our interests. As our interests are non-operational, we are not required to satisfy cash calls to maintain our interests in such projects.
     
  Focus and scalability. As our management team and directors are not encumbered with making and implementing operational decisions and tasks associated with mining projects, they are free to focus on executing our growth strategy. We expect that this will allow us to leverage our business model by establishing a larger and more diversified portfolio of precious metals interests than would be typical in an operating company.

 

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The table below provides a comparison of royalty companies, mining companies, exchange traded funds and funds that hold physical commodities:

 

  Royalty Companies   Operating Companies   Precious Metals ETFs  

Physical

Funds

Exposure to Commodity Prices      
Fixed Operating Costs      
No Development or Sustaining Capital Costs      

Exploration and Expansion Upside Without the

Associated Costs

     
Diversified Asset Portfolio      
Ability to Grow Without Increased Management      

 

In addition, total gold reserves held by producing mining companies have been declining in recent years, which we believe may have a positive impact on gold pricing as well as create additional opportunities for us to acquire new royalty, stream and similar interests as a capital provider for project operators seeking to develop existing projects. The following chart sets forth historical gold reserves held by select mining companies between 2007 and 2019: 

 

 

Note:

 

  (1) Sourced from Barrick Gold Presentation, The Johannesburg Indaba, October 2020. Companies include Agnico Eagle, AngloGold Ashanti, Barrick, China National, Freeport McMoRan, Gold Fields, Goldcorp, Harmony, Kinross, Navoi Mining & Metallurgy Combinant, Newcrest, Newmont, Nord Gold, PJSC Polyus, Polymetal International, Randgold Resources, and Shandong Gold.

 

Competitive Strengths

 

We believe that our competitive strengths include, among other things:

 

  Significant Resource Base with Meaningful Attributable Ounces. We believe that our significant attributable resource base is a key competitive strength, as it provides us with the opportunity to experience success in the future, subject to the success of the properties underlying our royalty interests.
     
  Experienced Team with a Proven Track Record in Mining. Led by our Chairman and Chief Executive Officer, David Garofalo, our management team, board of directors and advisory board have over 250 years of combined experience in the mining sector, including key expertise in exploration, development and operational areas, along with important capital markets acumen and extensive networks. We believe this enhances our ability to execute on opportunities and makes us an attractive partner to potential royalty and stream counterparties where our collective knowledge and experience could add value to their business. In addition, we believe our team’s collective experience and network provide us with many of the capabilities of much larger companies, while allowing us to maintain a lean cost structure and a strong entrepreneurial culture.
     
  Lean but Scalable Operating Structure. Our lean operating profile allows us to operate with a low-cost structure, while maintaining the flexibility to rapidly assess and respond to new investment opportunities. We intend to leverage external expertise when appropriate, which should give us the ability to expand our technical and geographic footprint well outside of our internal resources and maintain a high level of confidence that a comprehensive range of opportunities are evaluated to meet our objectives and long-term strategy.
     
  Positioned to Execute on our Growth-Oriented Strategy. The net proceeds of the offering will provide us with total liquidity of $75.0 million, assuming the maximum amount under the offering is raised. This liquidity combined with our ability to issue shares as consideration for acquisitions, will allow us to pursue accretive acquisitions. Furthermore, we expect that our experienced management team and extensive relationships coupled with our strong technical skills and execution capabilities, will position us to source and pursue new growth opportunities across the asset spectrum.
     
  Diversified Royalty Portfolio and Growth Strategy. We hold royalties ranging from 0.5% to 2.0% on 18 pre-production gold properties covering 12 projects located in five countries across the Americas. This provides us a relatively geopolitically stable resource base with significant future upside potential.

 

Generating and Evaluating Opportunities

 

Upon completion of the offering, we plan to aggressively pursue additional accretive royalty and stream transactions, targeting near-term production and complementary development and exploration projects worldwide. We believe we offer potential counterparties added value, by virtue of, among other things, our:

 

  ability to provide non-dilutive project development financing;
     
  capital markets presence, which provides counterparties with expanded visibility;
     
  ability to leverage the experience of our team to offer market and development insights to the management and boards of counterparties; and
     
  due diligence and selection process, which provides a potential third-party endorsement to the projects underlying our precious metals interests.

 

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In evaluating potential transactions, we intend to utilize a disciplined approach to manage our fiscal profile. We expect to maintain low overhead costs by operating with a small but highly experienced team and calling upon third-party resources to supplement our skill set if required, thereby maintaining a high degree of flexibility in our cost structure. We believe this strategy will help to ensure that our business model is scalable and should allow us to seek new growth opportunities in a cost effective and value enhancing manner.

 

We believe our core team has the experience and capability to provide creative solutions to our prospective partners thereby enhancing our ability to acquire attractive growth assets, whether in a competitive auction process or as a result of bilateral discussions.

 

We believe that the extensive contacts within the mining industry of our collective management team, advisory board and board of directors give us enhanced access to a meaningful number of potential investment opportunities. These opportunities include identifying and acquiring existing royalties or streams from operating companies who deem these assets to be non-core to their operating philosophy or where there is potential for the operating company to highlight value for hidden assets. Furthermore, we engage with operating companies that are seeking to raise capital by selling a royalty or stream on one or more underlying asset.

 

Our focus is on seeking accretive precious metals assets that we believe will enhance our overall portfolio and increase our net asset value per share. Once a potential opportunity is identified, we seek to employ a disciplined approach to evaluating it and assessing whether such opportunity aligns with our strategic growth plans. As part of our evaluation process, we have, and intend to continue to, prioritize ensuring that appropriate due diligence is completed. We also rely on our own internal data and the extensive knowledge base and experience of our management team, advisory board and board of directors. Where we believe it is appropriate, we may engage the services of third-party experts to assist in our due diligence and evaluations process.

 

Acquisition opportunities are initially screened through a process involving an assessment of the technical merits and risks of the underlying asset, and a financial analysis that includes potential acquisition terms. If the initial screening indicates that further evaluation is warranted, then a more fulsome due diligence review is conducted. Such process may include, among other things, site visits and legal and technical due diligence. If a decision is made by management to proceed with a proposed acquisition, the transaction is then presented to our board of directors for final review and approval. Certain of the factors that our board of directors and management may evaluate in assessing proposed opportunities include the following:

 

  project resources and/or reserves;
     
  estimated life of mine including the potential for mine expansions and/or mine life extensions;
     
  exploration potential and resource expansion;
     
  identification and evaluation of relevant operational and technical risks;
     
  historical and forecasted operational data;
     
  project location, including jurisdiction-specific considerations such as mining regulations, history of mining related activities and permitting requirements;
     
  project capital requirements;
     
  project stage and development timeline;
     
  transaction structure considerations;
     
  operational and financial track records of potential counterparties and their ability to develop and operate underlying precious metals projects;
     
  tax planning and transaction tax considerations; and
     
  ability to generate value enhancing returns.

 

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Competition

 

The mining industry in general, and the royalty and streaming segments in particular, are extremely competitive. We compete with other royalty and streaming companies, mine operators, and financial buyers in efforts to acquire royalty, streaming and similar interests. We also compete with the lenders, investors, and other royalty and streaming companies providing financing to operators of mineral properties in our efforts to create new interests.

 

Our competitors may be larger than we are and may have greater resources and access to capital than we have. Key competitive factors in the royalty and stream acquisition and financing business include the ability to identify and evaluate potential opportunities, transaction structure and consideration, and access to capital.

 

Regulation

 

Operators of the mines that are subject to our interests must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Brazil, Canada, Colombia and Peru where we hold interests. Although we, as a royalty owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.

 

Organizational Structure

 

We are currently a subsidiary of GoldMining, which owns and controls 20,000,000 of our common shares, representing approximately 88% of our outstanding common shares as of the date hereof. It is anticipated that on completion of this offering and assuming no exercise of the underwriters’ option to purchase additional common shares and/or warrants to cover over-allotments, GoldMining will own and control approximately 51.5% of our outstanding common shares.

 

The following chart sets forth our current corporate organization as of the date hereof and prior to completion of the offering.

 

 

 

Property, Plants and Equipment

 

Gold Royalty, incorporated on June 23, 2020 under the CBCA, is a gold-focused royalty company and is a subsidiary of GoldMining. Our diversified portfolio currently consists of NSR royalties ranging from 0.5% to 2.0% on 18 gold properties covering 12 projects located in the Americas, of which 17 properties are owned by subsidiaries of our parent, GoldMining. We have additional rights to acquire nine royalty interests from third parties holding royalties on certain of such properties. The properties underlying our royalty interests are at the Exploration and Development stage and none are currently in production or host Mineral Reserves as of the date hereof.

 

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The following table sets our royalty interests and buyback rights as of the date hereof:

 

Type of Interest   Description

 

Royalties   We hold the following royalty interests:

 

    a 1.0% NSR on the Whistler Project, located in Alaska, USA, including each of the Whistler, Raintree West and Island Mountain properties;
    a 1.0% NSR on the Yellowknife Project, located in the Northwest Territories, Canada, including each of the Nicholas Lake, Ormsby-Bruce, Goodwin Lake, Clan Lake and Big Sky properties;
    a 2.0% NSR on the Titiribi Project, located Colombia;
    a 2.0% NSR on the La Mina Project, located in Colombia;
    a 1.0% NSR on the São Jorge Project, located in Brazil;
    a 1.0% NSR on the Batistão Project, located in Brazil;
    a 0.5% NSR on the Almaden Project, located in Idaho, USA;
    a 1.0% NSR on the Cachoeira Project, located in Brazil;
    a 1.0% NSR on the Crucero Project, located in Peru;
    a 1.0% NSR on the Surubim Project, located in Brazil, including the Surubim and Rio Novo areas;
    a 1.0% NSR on the Yarumalito Project, located in Colombia; and
    a 1.0% NSR on a portion of Quartz Mountain Project, located in Oregon, USA.
       
  See “– Royalty Interests.”

 

Buyback Rights   We hold the rights to acquire additional royalties pursuant to buyback rights under existing royalty agreements between subsidiaries of GoldMining and third parties:

 

    a 2.0% NSR on the Batistão Project for $1,000,000;
    a 0.5% NSR on the Surubim area of the Surubim Project for $1,000,000, which royalty is payable after production at the project has exceeded two million ounces;
    a 1.5% NSR on the Surubim area of the Surubim Project for $1,000,000;
    a 0.65% NSR on the Rio Novo area of the Surubim Project for $1,500,000;
    a 0.75% NSR on the Whistler Project (including an area of interest) for $5,000,000;
    a 1.0% NSR on the Yarumalito Project for C$1,000,000;
    a 1.0% NSR on the Goodwin Lake property at the Yellowknife Project for C$1,000,000;
    a 1.0% NSR on certain portions of the Big Sky property at the Yellowknife Project for C$500,000; and
    a 0.25% NSR on the Narrow Lake property at the Yellowknife Project for C$250,000, in cash or common shares of GoldMining, at any time until the fifth anniversary of commercial production.

 

    See “– Buyback Rights.”

 

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The following map sets forth the locations of our royalty interests:

 

 

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The table below summarizes the royalty interests held by us as of the date hereof:

 

Project / Property   Operator   Location   Metal   District   Project Area (ha)   NSR Percentage   Project Stage
Whistler Project   GoldMining   Alaska, USA   Gold, Silver, Copper   Yaetna Mining District   17,159        
Whistler                       1.0%   Development
Raintree West                       1.0%   Development
Island Mountain                       1.0%   Development
                             
Yellowknife   GoldMining   Northwest Territories, Canada  

Gold

  South Mackenzie Mining District   12,239        
Nicholas Lake                       1.0%   Development
Ormsby-Bruce                       1.0%   Development
Goodwin Lake                      

1.0%

 

Development

Clan Lake                       1.0%   Development
Big Sky                       1.0%   Exploration
                             
Titiribi   GoldMining   Colombia  

Gold, Copper

  Mid Cauca Belt   3,919   2.0%   Development
La Mina   GoldMining   Colombia  

Gold, Silver, Copper

  Mid Cauca Belt   3,208   2.0%   Development
São Jorge   GoldMining   Brazil  

Gold

  Tapajos Gold Province   45,997   1.0%   Development
Almaden   GoldMining   Idaho, USA   Gold   Basin and Range Province Western USA   1,895   0.5%   Development

Batistão

  GoldMining   Brazil   Gold   Alta Floresta Gold Belt   5,108   1.0%   Exploration
Cachoeira   GoldMining   Brazil   Gold   Gurupi Greenstone Belt   5,677   1.0%   Development
Crucero   GoldMining   Peru   Gold   Puno Gold Belt   4,600   1.0%   Development
Surubim   GoldMining   Brazil   Gold   Tapajos Gold Province   14,611        
Rio Novo                       1.0%   Development
Surubim                       1.0%   Exploration
                             
Yarumalito   GoldMining   Colombia   Gold, Copper   Mid Cauca Belt   1,453   1.0%   Development
Quartz Mountain(1)   Alamos Gold Inc.  

Oregon, USA

 

Gold

 

Basin and Range Province, Western USA

 

1,952

 

1.0%

 

Development

 

Note:

 

  (1) Our royalty interest does not apply to the entirety of the project. See “-Royalty Interests – Quartz Mountain Project.”

 

Note on Classification of Project Stages

 

We classify our projects based on the stage of current and historical exploration, development and production. The following is a description of the categories we utilize to classify the project stage of each of our royalty interests.

 

Project Stage   Description
     
Exploration   A project is considered to be in the “Exploration” stage when there is no current or historic Mineral Resource or Mineral Reserve defined for the project.
     
Development   A project is considered to be in the “Development” stage when the project has a current or historic Mineral Resource or Mineral Reserve defined for the project, but there is no current Preliminary Economic Assessment, Pre-Feasibility Study or Feasibility Study completed by the operator thereof to support the potential economic viability of such resource or reserve.

 

Royalty Interests

 

Pursuant to the Royalty Purchase Agreement GoldMining caused certain of its subsidiaries to grant to us royalty interests on 17 properties covering 11 projects.

 

The following is a description of each of our royalty interests and the projects underlying such interests.

 

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Whistler Project

 

 

Royalty Description

 

Pursuant to a royalty agreement dated January 11, 2021, BRI Alaska Corp., or “BRI Alaska,” a wholly-owned subsidiary of GoldMining granted to us a 1.0% NSR royalty on each of the Whistler, Raintree West and Island Mountain deposits/properties comprising the Whistler Project. The NSR will be calculated based on gross proceeds from production, less certain specified deductions for transportation, insurance, storage, sale, refining costs and governmental royalties and taxes that are paid in respect of such production.

 

Whistler Project

 

The information below regarding the Whistler Project has been summarized from the Whistler Technical Report and GoldMining’s Annual Information Form for the year ended November 30, 2020, referred to as the “GoldMining AIF.”

 

The Whistler Project is a gold-copper project located in the Yentna Mining District of Alaska, approximately 150 km northwest of Anchorage. The project is 100% owned by BRI Alaska. The project comprises 304 State of Alaska mining claims covering an aggregate area of approximately 17,159 ha. The mining claims require annual work expenditures or cash-in-lieu and tax payments to keep in good standing.

 

Exploration programs can be carried out from a camp that is located 2.7 km east of the Whistler deposit. The camp includes a gravel airstrip, 38 kW diesel generator, water well, septic system and fuel storage facility. The Whistler and Raintree West deposits are connected to the camp and runway by an access road and the Island Mountain deposit is located 23 km south of the camp and access is by helicopter.

 

The Whistler Project is underlain by a volcano-sedimentary sequence (Jura-Cretaceous Kahiltna Assemblage) that has been intruded by the Late Cretaceous Whistler Intrusive Suite with associated gold-copper porphyry and epithermal mineralization, and the Late Cretaceous to Paleocene Composite Intrusive Suite with associated intrusion-related gold mineralization.

 

The Whistler Project includes the Whistler, Raintree West and Island Mountain deposits.

 

Mineral exploration in the Whistler area was initiated by Cominco Alaska Inc., or “Cominco” in 1986, which continued to 1989. During this period, the Whistler and Island mountain gold-copper porphyry occurrences were discovered and partially drill-tested. From 2004 through 2006, Kennecott conducted extensive exploration at the project, including geological mapping, soil, rock and stream sediments sampling and ground induced polarization. During this period, approximately 7,948 metres over 15 core boreholes and an additional 4,184 metres of core drilling at other targets in the Whistler region was completed.

 

Between 2007 and 2008, Geoinformatics Exploration Inc., or “Geoinformatics,” completed 12 drillholes totaling 5,784 metres on the Whistler deposit and 6 drillholes totaling 1,841 metres on other exploration targets at the project.

 

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In 2009, Kiska Metals Corporation, or “Kiska,” was formed by the merger of Geoinformatics and Rimfire Minerals Corporation. From 2009 to 2011, Kiska completed mapping, soil and rock geochemistry, geophysics, drilling and metallurgical testwork on the Whistler, Raintree West, Island Mountain deposits as well as other targets on the project. In total, 70,198 metres of diamond drilling in 250 drillholes was completed from 1986 to 2011 by various operators.

 

GoldMining acquired the project in August 2015. GoldMining has not conducted a drilling program since acquiring the Whistler Project.

 

In March 2016, GoldMining filed the Whistler Technical Report, which, among other things, included estimates of Indicated Mineral Resources of 1.765 Moz gold, 343.1 Mlbs copper and 6.130 Moz silver (110.3 million tonnes at a grade of 0.50 g/t gold, 0.14% copper and 1.72 g/t silver) and Inferred Mineral Resources of 4.626 Moz gold, 713.5 Mlbs copper and 22.614 Moz silver (311.3 million tonnes at a grade of 0.47 g/t gold, 0.11% copper and 2.26 g/t silver) over the Whistler, Raintree West and Island Mountain Deposits.

 

For further information regarding the Whistler Project, please see Annex B.

 

Yellowknife Project

 

 

Royalty Description

 

Pursuant to a royalty agreement dated January 11, 2021, 507140 N.W.T. Inc., or “507,” a wholly-owned subsidiary of GoldMining granted us a 1.0% NSR royalty on each of the Nicholas Lake, Ormsby-Bruce, Goodwin Lake, Clan Lake and Big Sky Properties, comprising the Yellowknife Project. The NSR will be calculated based on gross proceeds from production, less certain specified deductions for transportation, insurance, storage, sale, refining costs and governmental royalties and taxes that are paid in respect of such production.

 

Yellowknife Project

 

The information below regarding the Yellowknife Project has been summarized from the Yellowknife Technical Report and the GoldMining AIF.

 

The Yellowknife Project is comprised of several properties, including Nicholas Lake, Ormsby-Bruce, Goodwin Lake, Clan Lake and Big Sky that cover portions of the Yellowknife Greenstone Belt. The Yellowknife Project is located in the South Mackenzie Mining District of the Northwest Territories, Canada, situated approximately 45 to 90 km north of the City of Yellowknife. Access to a camp adjacent to the Ormsby-Bruce deposit from Yellowknife is possible by small aircraft to a 1,100 m long gravel airstrip. A winter road can provide access for fuel and other heavy or bulky materials from Yellowknife.

 

The Yellowknife Project covers approximately 12,239 ha and is comprised of 34 mining leases and 2 mineral claims to which 507 has title. The mining leases and mineral claims are grouped into: (i) the Nicholas Lake property, comprised of 10 mining leases, (ii) Ormsby-Bruce property, comprised of 7 mining leases and 2 mineral claims; (iii) the Goodwin Lake property, comprised of 4 mining leases; (iv) the Clan Lake property, comprised of 6 mining leases; and (v) the Big Sky property, comprised of 7 mining leases. The mining leases require annual tax payment to keep in good standing and the mineral claims require annual work expenditures or cash-in-lieu payments and tax payment to keep in good standing.

 

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The Yellowknife Project includes the site of the historically producing Discovery Mine, which operated from 1950 to 1969. Historic production at the Yellowknife Project or at nearby mines are not necessarily indicative of the future mining potential of the Yellowknife Project.

 

The Nicholas Lake Property

 

The Nicholas Lake property was first staked in 1941 by Cominco Ltd. Trenching exposed gold-bearing quartz veins hosted by a small granodiorite intrusion in Burwash Formation metasedimentary rocks. Although core drilling by Cominco Ltd. in 1947 intersected mineralized veins beneath the trenches, Cominco Ltd. stopped exploration and the claims lapsed in 1952.

 

The Nicholas Lake prospect was staked by individuals and explored with additional trenches intermittently from the late 1950s to mid-1970s, however the claims were allowed to lapse in each case.

 

The prospect was staked in September 1986 and the claims were optioned to Chevron Minerals Ltd., or “Chevron,” in April 1987, which in turn re-optioned the property to IGF Metals Inc. Following a compilation of historical data, mapping and sampling in 1987 identified the Main Zone (now known as the Nicholas Lake zone) to be at least 35 m long, 1 m to 2 m wide on surface with an average grade between 13.7 and 17.1 g/t gold.

 

IGF Metals Inc. withdrew from the option in 1988 and Athabaska Gold Resources Ltd, or “Athabaska Gold,” signed an option agreement with Chevron. Additional claims expanded the property and core drilling on the Nicholas Lake zone commenced in early 1988. By the end of 1990, 15,373 m of core drilling in 71 boreholes, an airborne magnetometer/VLF- EM survey of the entire property, plus detailed prospecting, geological mapping, trenching and ground geophysical surveys had been completed. Athabaska Gold also initiated resource estimates, metallurgical studies and environmental studies during this period.

 

Athabaska Gold acquired a 100% interest in the property in 1992 and subsequently optioned a 35% interest to Royal Oak Mines Inc., or “Royal Oak.” Limited drilling of the Nicholas Lake zone from 1991 to 1992 totaled about 1,700 m. Regional prospecting and mapping in 1991 identified several other prospective areas on the property (Nicholas Lake East, Nicholas Lake North, MacAskill, Eastern Volcanic, Western Volcanic, and Teapot prospects) that were explored in 1992 by gridding, detailed geological and geophysical surveys and trenching (only at Teapot). One to three holes were reportedly drilled at the Nicholas Lake East, Nicholas Lake West, West Volcanic and MacAskill properties.

 

In March 1994, a decline was driven to access the Nicholas Lake mineralization. In total, 820 m of underground development to a depth of 90 m was completed by October of that year. Detailed rock chip sampling and 2,972 m in 36 underground boreholes were completed from workings. Following further regional prospecting, sampling and mapping, 13 boreholes totaling 1,209 m tested the Teapot prospect and one other hole of 294.74 m tested the Nicholas Lake North prospect in 1994.

 

Athabaska Gold sold the Nicholas Lake property to Royal Oak in October 1995. Royal Oak filed for creditor protection in April 1999 and the Nicholas Lake property was returned to former owner, David R. Webb in December 1999.

 

In 2002, Tyhee Gold Corp. or “Tyhee,” acquired the property from GMD Resources Corporation, or “GMD.”

 

From 1988 to 2009, previous operators and Tyhee completed 27,591 metres of drilling in 141 holes at Nicholas Lake.

 

Leases comprising the Nicholas Lake property have the following expiry dates with the option to renew:

 

  Leases 3542 and 3543 expire on September 3, 2038;
  Leases 3774 to 3776 expire on February 27, 2040;
  Leases 3926 to 3929 expire on December 7, 2040; and
  Lease 3930 expires on March 23, 2041.

 

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Ormsby and Bruce Property

 

Prospector A.V. (Fred) Giauque staked claims near the west shore of the Giauque Lake following his discovery in 1944 of visible gold in quartz veins in rusty mafic volcanic rocks (the Bruce zone). Subsequent prospecting and exploration in 1945 discovered visible gold in a folded, thick quartz vein hosted by metasedimentary rocks approximately 100 m northeast of the Bruce zone (the North Vein of the Main Zone). Mr. Giauque and sons optioned the claims to Discovery Yellowknife Mines Limited in 1945. In 1944, Mr. Giauque also discovered gold mineralization (the Ormsby zone) approximately 2 km to the southwest of the Main Zone.

 

Surface exploration, including core drilling, was conducted intermittently on the Ormsby property during the early 1950s by LaSalle Yellowknife Gold Mines Limited and Discovery Yellowknife Gold Mines Limited. The Discovery Mine operated intermittently from 1945 until 1969.

 

Newmont Exploration Limited optioned the property and conducted line-cutting, litho-geochemical mapping, geological mapping, and geophysical surveys in 1981. Canamax Resource Corporation optioned the property in the mid-1980s, but only a single borehole was drilled on the Ormsby zone and the option was allowed to lapse. The property claims and leases were permitted to lapse with the final leases expiring in November 1992.

 

The GMC-1 claim, containing the former Discovery Mine and the Ormsby zone, was staked by New Discovery Mines Ltd. in December 1992. GMD Resources Corporation, or “GMD,” signed an option agreement to earn a 50% interest in the claims in 1994. GMD drilled 15 boreholes that tested the west limb of the Main Zone, the West zone and the Ormsby zone in 1994. GMD subsequently acquired a 100% interest in the property, subject to a series of deferred payments, and between 1995 and 1998, GMD completed detailed geological mapping, magnetic and horizontal loop electromagnetic ground surveys, over 53,938 m of core drilling in 203 boreholes that tested the Discovery and Ormsby zones and metallurgical testwork. The Ormsby portal, decline and 215 m of ramp development was also commissioned by GMD to explore and bulk sample the Ormsby zone during this period.

  

The Ormsby and Bruce property is now comprised of seven leases and two claims for a total area of 4,659 ha.

 

Leases and claims comprising the Ormsby and Bruce property have the following expiry dates with the option to renew:

 

  Lease 4236 expires on December 2, 2023;
  Lease 4239 expires on December 27, 2022;
  Leases 4547 and 4548 expire on January 21, 2024;
  Leases 5554 to 5556 expire on May 4, 2040;
  N1 claim expires on February 18, 2023; and
  N2 claim expires on September 28, 2027.

 

Goodwin Lake Property

 

The Goodwin Lake showing was initially prospected in 1965 by trenching and was staked by C. Vaydik in 1972.

 

In 1989 the property was optioned by Aber Resources Ltd and Continental Pacific Resources Ltd. Geological mapping, prospecting, trenching and sampling were conducted that year. Sampling returned anomalous gold (2.46 to 292 g/t) associated with sulphide mineralization.

 

GMD optioned the property in 1996 from C. Vaydik and conducted geological mapping, prospecting and sampling.

 

The current mineral claims were staked in 1999 and 2000 by Lane Dewar. Tyhee optioned the mineral claims in November 2006. From 2007 to 2008, Tyhee completed 5,394 metres of diamond drilling in 28 holes.

 

The Goodwin Lake property is now comprised of four leases for a total area of 677 ha.

 

Leases comprising the Goodwin Lake property have the following expiry dates with the option to renew:

 

  Leases 5125 and 5126 expire on November 25, 2030;
  Lease 5127 expires on May 25, 2031; and
  Lease 5466 expires on November 20, 2037.

 

Clan Lake Property

 

Gold mineralization was discovered at Clan Lake by the Earl-Jack Syndicate, or the “Syndicate,” in 1964. The Syndicate conducted an exploration program consisting of trenching, sampling, magnetometer survey and geological mapping.

 

The property was held by Precambrian Shield Resources, or “Precambrian,” in 1967 and a 1,150 ton bulk sample was excavated from the main zone pit. The muck was trucked to the Discovery Mine for processing. The calculated head grade was reported to be 14.5 g/t gold. Precambrian conducted further drilling in 1974 and 1980 to explore the main zone and nearby showings. The amount and quantity of exploration is not known.

 

Canamax Exploration, or “Canamax,” optioned the property from Precambrian in 1987. Canamax conducted a helicopter-borne magnetic and electro-magnetic survey followed by core drilling. The 330 zone was discovered in 1989 and tested by 15 boreholes. Canamax terminated its option in 1989. The details of the Canamax drill programs are unknown.

 

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Treminco Resources Ltd., or “Treminco,” acquired the leases in 1992 and explored the main zone. Drilling for a possible northwest extension of the main zone led to the discovery of the Pond zone in 1996. Treminco continued work on the main zone until 1998 and the leases were cancelled June 20, 2001. The details of the Treminco exploration programs are unknown.

 

Tyhee acquired the property by staking the Nose mineral claim in 2006 and subsequently staking additional contiguous claims in 2007, 2008, 2009 and 2011. Tyhee researched drill collar locations and drill logs with old core partially re-logged and re-sampled where necessary enabling the data for 62 boreholes totaling 5,986 m to be incorporated in the drill database. From 1987 to 2011, previous operators and Tyhee completed 40,515 m of diamond drilling in 185 holes on the Clan Lake Property.

 

The Clan Lake property is now comprised of six leases for a total area of 1,926 ha.

 

Leases comprising the Clan Lake property have the following expiry dates with the option to renew:

 

  Lease 5465 expires on November 27, 2037;
  Lease 5533 expires on September 22, 2039;
  Leases 5566 and 5567 expire on August 31, 2040; and
  Leases 5568 and 5569 expire on September 12, 2040.

 

Big Sky Property

 

In March 2012, Tyhee announced an option agreement with Williams Creek Gold Limited, or “Williams Creek,” under which William Creek had the option to earn up to a 50% interest in the Big Sky property by spending $100,000 per year on the property for five years. At the time, the property comprised five mining leases covering 137 ha and 20 claims totaling 1,853 ha, located approximately 17 km north of Yellowknife.

 

In 2012, Williams Creek ran an exploration campaign involving helicopter-supported geological mapping and sampling targeting 8 of the 13 recognized mineralized zones. Samples were collected at the Oro Lake Main Shear Zone, Chan Lake Vein set, Hutter Shear, Slippery Slope Shear, Greyling Lake Gossan, Dwyer Main Shear, Kendrick zone, Havoc zone, and at random locations throughout the property. Williams Creek allowed the option to lapse. The Big Sky property is now comprised of seven leases for a total area of 769 ha.

 

Leases comprising the Big Sky property have the following expiry dates with the option to renew:

 

  Leases 2709, 2722, 2723, 2724 and 2729 expire on May 10, 2038;
  Lease 5111 expires on January 22, 2030; and
  Lease 5220 expires on October 11, 2032.

 

The Yellowknife Technical Report included, among other things, estimates of Measured Mineral Resources and Indicated Mineral Resources of 1.059 Moz gold (14.108 Mt at 2.33 g/t gold) and Inferred Mineral Resources of 0.739 Moz gold (9.302 Mt at 2.47 g/t gold) for the Yellowknife Project.

 

GoldMining has not conducted a drilling program since acquiring the Yellowknife Project.

 

For further information regarding the Yellowknife Project, please see Annex B.

 

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Titiribi Project

 

 

Royalty Description

 

Pursuant to a royalty agreement dated January 11, 2021, Sunward Resources Sucursal Colombia, or “Sunward Colombia,” a wholly-owned subsidiary of GoldMining granted to us a 2.0% NSR royalty on the Titiribi Project. The NSR will be calculated based on gross proceeds from production, less certain specified deductions for transportation, insurance, storage, sale, refining costs and governmental royalties and taxes that are paid in respect of such production.

 

Titiribi Project

 

The information below regarding the Titiribi Project has been summarized from the Titiribi Technical Report and the GoldMining AIF.

 

The Titiribi Project is a gold-copper exploration project located 70 km southwest of Medellin, Colombia. Titiribi Township, with a population of approximately 15,000 people, is located approximately 70 km southwest of Medellin (3.2 million people), in the Department of Antioquia (Province), on the northwestern margin of Colombia’s Central Cordillera and is near the Cauca River. Access is by paved road from Medellin to the historic mining town of Titiribi. The Titiribi Project area is only a few km from Titiribi and access is by gravel and dirt roads. Site access is generally by four-wheel drive, ATV, mule, and horse because of the steep terrain. Access to the area is available year-round, but some parts of the Titiribi Project area can become inaccessible during wetter months.

 

The Titiribi Project measures approximately 3,919 ha and is comprised of one concession held by Sunward. The concession expires April 18, 2043 and requires approved work programs to be completed and tax to be paid. Concession contracts are renewable for an additional 30 years. The current approved work program includes a 3,200 m drill program to be completed by August of 2021.

 

Muriel Mining S.A., or “Muriel,” initiated exploration work in 1992, focusing upon the Otra Mina, Cateadores, Chisperos, Muriel, and Cerro Vetas areas of the Titiribi District. Numerous adits were re-opened, cleaned, advanced, and sampled. Muriel entered into two joint ventures; first with a junior company, Ace Resources Limited, or “ACE,” of Vancouver, British Columbia, and then with Gold Fields of South Africa Limited, or “Gold Fields.”

 

ACE started a large-scale soil sampling program of the project area on lines spaced 400 m apart. The result of this effort, utilizing multi-element geochemistry, was the outlining of several anomalies. “Ground-truthing” via geologic mapping led to the interpretation that some anomalies were related to porphyry systems. ACE also conducted the first ground-based magnetic and Induced Polarization/Resistivity surveys across the original wide- spaced soil lines. Although ACE defaulted on its option, its efforts defined several initial targets.

 

Gold Fields continued the exploration efforts started by ACE and focused on the porphyry-style targe