Premier Royalty Announces Arrangement Agreement With Sandstorm Gold
TORONTO, ONTARIO -- (Marketwired) -- 08/14/13 -- PREMIER ROYALTY INC.
(TSX:NSR) ("Premier Royalty" or the "Company") and Sandstorm Gold
Ltd. ("Sandstorm") are pleased to announce that they have entered
into an arrangement agreement (the "Arrangement Agreement") pursuant
to which Sandstorm will acquire 100% of the outstanding common shares
in the capital of Premier Royalty (the "Premier Royalty Shares"),
other than the common shares of Premier Royalty currently owned by
Sandstorm, by way of a plan of arrangement under section 182 of the
Business Corporations Act (Ontario) (the "Arrangement").
Summary of the Arrangement
Premier Royalty shareholders will receive common shares of Sandstorm
(the "Sandstorm Shares") on the basis of 0.145 of a Sandstorm Share
for each Premier Royalty Share held. The Arrangement values the
Premier Royalty Shares at approximately C$0.89 per Premier Royalty
Share, which represents a premium of 16% to the 20-day volume
weighted average trading price of the Premier Royalty Shares of
approximately C$0.77 each on the Toronto Stock Exchange (the "TSX").
In accordance with the terms of the outstanding warrants to acquire
Premier Royalty Shares (each, a "Premier Royalty Warrant"), each
holder of a Premier Royalty Warrant outstanding immediately prior to
the effective time of the Arrangement will receive on subsequent
exercise of such holder's Premier Royalty Warrant, in accordance with
its terms, for the same aggregate consideration payable for such
warrant, 0.145 of a Sandstorm Share.
In addition, in accordance with the terms of the outstanding options
to acquire Premier Royalty Shares (each, a "Premier Royalty Option"),
each holder of a Premier Royalty Option outstanding immediately prior
to the effective time of the Arrangement will receive on subsequent
exercise of such holder's Premier Royalty Option, in accordance with
its terms, for the same aggregate consideration payable for such
option, 0.145 of a Sandstorm Share.
The Arrangement is subject to the approval of at least two-thirds of
the votes cast by Premier Royalty shareholders at a special meeting
of Premier Royalty shareholders, which is expected to be held in
September 2013. The Arrangement is a related party transaction for
purposes of Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). Prior to
executing the Arrangement Agreement, the board of directors of
Premier Royalty obtained a formal valuation from Paradigm Capital
Inc. as required by MI 61-101. The valuation was prepared under the
supervision of a Special Committee of the independent directors of
the Board of Directors of Premier Royalty. The valuation will be
included in the Management Information Circular being mailed to
shareholders of Premier Royalty. The approval by a simple majority of
the disinterested shareholders of Premier Royalty will be required in
order for the Arrangement to proceed, however, all shareholders of
Premier Royalty will be treated on the same basis and no additional
consideration or benefit is available to any shareholder of Premier
Completion of the Arrangement is also subject to the approval of the
Ontario Superior Court of Justice, the TSX, the receipt of all other
necessary regulatory and third party approvals, and other customary
conditions. In the event that the Arrangement is not completed under
certain circumstances, Premier Royalty has agreed to pay Sandstorm a
termination fee equal to C$2 million. In addition, the Arrangement
Agreement includes standard non-solicitation and superior proposal
provisions and Premier Royalty has provided Sandstorm with certain
other customary rights, including a right to match competing offers.
Full details of the transaction will be included in the Management
Information Circular of Premier Royalty to be mailed to Premier
Royalty shareholders in due course.
A copy of the Arrangement Agreement will be filed under each of
Sandstorm's and Premier Royalty's profiles on SEDAR at www.sedar.com.
Voting Support and Board Approval
Prior to entering into the Arrangement Agreement, Sandstorm and
Premier Royalty entered into support and voting agreements with
certain shareholders of Premier Royalty (together, the "Locked-Up
Shareholders"), collectively holding approximately 17.4% of the
issued and outstanding shares of Premier Royalty, whereby the
Locked-Up Shareholders have agreed to vote their Premier Royalty
Shares in favour of the Arrangement at the special meeting of Premier
Royalty shareholders. As at the date hereof, Sandstorm owns an
aggregate of 46,678,221 Premier Royalty Shares, representing
approximately 59.5% of the outstanding Premier Royalty Shares (51.6%
on a fully-diluted basis). In addition, Sandstorm currently owns
Premier Royalty Warrants to acquire an additional 6,965,676 Premier
The directors of Premier Royalty, other than those who have declared
an interest in the Arrangement and abstained from voting, have
unanimously approved the transaction and will unanimously recommend
that Premier Royalty shareholders vote in favour of the Arrangement.
Each director and senior officer of Premier Royalty has indicated
that they intend to vote in favour of the Arrangement.
The Sandstorm board of directors has unanimously approved the
transaction and Sandstorm does not require, and the transaction is
not subject to, approval by the shareholders of Sandstorm. The
issuance of the Sandstorm Shares, including those issuable on
exercise of the Premier Royalty Warrants and the Premier Royalty
Options on a post-closing basis, is subject to approval by the TSX.
Sandstorm's legal counsel is Cassels Brock & Blackwell LLP, Premier
Royalty's legal counsel is Bennett Jones LLP and the special
committee of the board of directors of Premier Royalty was advised by
Blake, Cassels & Graydon LLP.
About Premier Royalty Inc.
With a current cash balance of $33.5 million, the Company is well
positioned for accretive growth. Premier Royalty's current royalty
portfolio also features cash flow from several producing gold mines
-- 1.5% NSR on the Emigrant Springs Mine operated by Newmont on the Carlin
Trend in Nevada, USA
-- 1% NSR on the Thunder Creek Deposit of the Timmins West Mine operated by
Lake Shore Gold Mines in Timmins, Canada
-- 1% NSR on the Mine Waste Solutions (MWS) tailings processing facility
operated by AngloGold Ashanti near Johannesburg, South Africa
-- 1% NSR on the Gualcamayo Mine operated by Yamana Gold Inc. in San Juan
-- 1.5% NSR on the San Andres Mine in Honduras and the Sao Vicente and Sao
Francisco Mines in Brazil, operated by Aura Minerals Inc.
Premier Royalty Inc. also has a number of other promising earlier
stage exploration and development royalties in its growth pipeline
and is actively assessing other potential royalty acquisitions and
corporate development opportunities in stable jurisdictions
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news
release includes certain information that may constitute
"forward-looking information" under applicable Canadian securities
legislation. Forward-looking information includes, but is not limited
to, statements information with respect to the completion of the
Arrangement, including the receipt of court and shareholder approval;
and the integration of Premier Royalty's business with Sandstorm's
business. Forward-looking information is necessarily based upon a
number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking information, including the ability to complete the
Arrangement, the receipt of necessary approvals, the inability to
satisfy conditions to the Arrangement, the inability to achieve the
benefits of the Arrangement and the risks identified in Premier
Royalty's annual information form dated March 28, 2013. 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 information. All
forward-looking information contained in this press release is given
as of the date hereof and is based upon the opinions and estimates of
management and information available to management as at the date
hereof. Premier Royalty disclaims any intention or obligation to
update or revise any forward-looking information, whether as a result
of new information, future events or otherwise, except as required by
Premier Royalty Inc.
Abraham Drost, P.Geo.
President & CEO
Premier Royalty Inc.
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