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Nomad Royalty Company Reports Q3 Results, Provides Asset Updates and Declares Fourth Quarter 2021 Dividend

Nomad Royalty Company Reports Q3 Results, Provides Asset Updates and Declares Fourth Quarter 2021 Dividend
Canada NewsWire
MONTREAL, Nov. 3, 2021

TSX: NSRNYSE: NSR
(in U.S. dollars unless otherwise noted)
MONTREAL, Nov. 3, 2021 /CNW/ – “Nomad was…

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Nomad Royalty Company Reports Q3 Results, Provides Asset Updates and Declares Fourth Quarter 2021 Dividend

Canada NewsWire

TSX: NSR
NYSE: NSR

(in U.S. dollars unless otherwise noted)

MONTREAL, Nov. 3, 2021 /CNW/ – “Nomad was very active during the third quarter and completed an additional royalty acquisition on the Caserones mine, a long-life asset. This acquisition, coupled with mine expansions and new mines nearing construction decisions keep driving growth within our diversified portfolio of royalty and streaming assets. Subsequent to quarter-end, we announced a $95 million gold stream investment on the Greenstone Gold Project, a top-tier gold Canadian project. Above all, Nomad made a direct life-of-mine financial commitment to Greenstone Gold Mine LP to support ESG programs through a novel ESG framework” stated Vincent Metcalfe, CEO of Nomad Royalty Company Ltd. (“Nomad” or the “Company”).

Third Quarter Highlights:

  • Quarterly deliveries of 4,772 gold equivalent ounces(1) (“GEOs”) and GEOs(1) sold of 4,772
  • Gold ounces earned of 2,527 and silver ounces earned of 29,929
  • Revenues of $6.1 million
  • Net income of $0.9 million and adjusted net loss(1) of $0.9 million
  • Net income attributable to Nomad’s shareholders of $0.8 million
  • Gross profit of $2.1 million
  • Cash operating margin attributable to Nomad’s shareholders(1) of $5.1 million representing 88% of revenue attributable to Nomad’s shareholders
  • $24.6 million of cash as at September 30, 2021
  • Completed the acquisition of an additional effective 0.351% net smelter return royalty on the producing Caserones copper mine in Chile
  • Commenced trading common shares on the New York Stock Exchange under the symbol “NSR”
  • Amended the revolving credit facility increasing the amount from $50 million to $125 million with the option to increase by $25 million, the option subject to satisfaction of certain conditions
  • Declared a quarterly dividend of C$0.05 per common share for a total amount of $2.3 million paid on October 15, 2021

(1) Refer to the non-IFRS measures section of this press release.

Subsequent to Quarter-end Highlights:

  • On October 29, 2021, the Company announced it entered into a gold purchase agreement with a subsidiary of Orion Mine Finance (“Orion”) with respect to its 40% interest in Greenstone Gold Mines LP (“GGM”), the owner and operator of the Greenstone Gold project located in Ontario, Canada. Nomad will make up-front cash payments totalling $95 million for 5.938% of gold production attributed to Orion’s 40% interest in GGM until 120,333 ounces have been delivered, and 3.958% thereafter. As part of the gold stream, Nomad has made a long-term commitment to funding mine-level environmental, social and governance programs by agreeing to make payments to GGM equal to $30 per ounce of gold delivered to Nomad.

Declaration of dividends:

Nomad is also pleased to announce a quarterly dividend of C$0.05 per common share, payable on January 14, 2022 to Nomad’s shareholders of record as of the close of business on December 31, 2021.  

For beneficial shareholders residing in the United States, the dividend will be paid in U.S. dollars. The dividend has been designated by Nomad as an “eligible dividend” under the Income Tax Act (Canada).

Q3 2021:

Revenues
($000)

Gross profit
($000)

Revenues
attributable to
Nomad ($000)

Cash operating margin
attributable to
Nomad(1)
($000)

Bonikro Gold Stream

2,220

458

2,220

1,720

Mercedes Gold and Silver Stream

2,332

609

2,332

2,193

South Arturo Silver Stream

23

16

23

18

Blyvoor Gold Stream

153

94

153

103

RDM Gold Royalty

299

168

299

299

Moss Gold Royalty

116

24

116

116

Caserones Copper Royalty

982

720

663

663

Total

6,125

2,089

5,806

5,112

 

By Category

Ounces earned

Gold (in kind)

2,295

Gold (cash received)

232

2,527

Silver (in kind)

29,929

Copper (GEOs(1))

1,837

Total GEOs(1)

4,772

(1) Refer to the Non-IFRS measures section of this press release.

The table above reflects information from the Caserones Copper Royalty starting from the acquisition of control on August 31, 2021. For the period before acquisition of control, the Company estimated the gross dividend to approximate $3.1 million of which $1.7 million related to CMC’s activities for the second quarter of 2021 was received in September 2021.

Q3 2020:

Revenues
($000)

Gross profit
($000)

Revenues
attributable to
Nomad ($000)

Cash operating margin
attributable to
Nomad(1)
($000)

Premier Gold Prepay Loan

1,698

1,698

1,698

Bonikro Gold Stream

3,750

993

3,750

2,968

Mercedes Gold and Silver Stream

1,138

476

1,138

901

South Arturo Silver Stream

15

12

15

13

Woodlawn Silver Stream

187

117

187

154

RDM Gold Royalty

780

255

780

780

Total

7,568

1,853

7,568

6,514

(1) Refer to the Non-IFRS measures section of this press release.

For the third quarter of 2021, revenue attributable to Nomad was sourced 89% from gold and silver and 11% from copper. Management’s objective for the portfolio is to continue to maintain a focus on precious metals (primarily gold and silver) while seeking diversification by increasing the number of revenue sources within the portfolio. Geographically, revenue was sourced 61% from the Americas, 39% from Africa and 0% from Australia.

Asset updates and recent developments:

ROBERTSON EXTENSIONS BEGIN TO MATERIALISE AT CORTEZ

On August 9, 2021, Barrick Gold Corporation (“Barrick”) announced that a resource definition drilling is ongoing at Robertson with assays expected in the third quarter of 2021. Drilling also continues at the Porphyry target with preliminary results confirming controls to mineralization. At the Distal target, the up-dip and northerly extension of robust mineralization intersected in the prior quarter were to be drill tested during the third quarter of 2021. Sectional interpretation is ongoing between the Carlin-type Pipeline and Crossroads deposits and intrusive related mineralization at Robertson. Drilling has commenced on one framework drill hole testing for a favorable structural setting between the two deposits. The target area contains fold and thrust faulting, as well as high angle faults carrying anomalous gold and are indicative of a potential mineralized system at depth. The area has no historic deep drilling, and this hole is estimated to reach the targeted stratigraphy in the third quarter of 2021.

Potential resource expansion between resource pits to the west and at depth exist and mineralization is open to the north and to the west. A prefeasibility study is expected by the end of 2021.

CASERONES RENEWS COLLECTIVE AGREEMENTS

On September 5, 2021, Minera Lumina Copper Chile (“Lumina”) and its employees’ union conjointly announced the approval and ratification of a new collective agreement valid for 36 months. Additionally, on October 26, 2021, Lumina and its supervisors’ union reached an agreement for an early collective bargaining, the process allowed for the signing of a new collective agreement that will be in force for 36 months.

GUIDANCE REMAINS UNCHANGED AT MERCEDES

Equinox Gold Corp. (“Equinox”) commenced its 2021 exploration program at the Mercedes Mine during the second quarter of 2021 with 870 metres of core drilling completed at the Neo target (three holes). The remainder of the $1.3 million drill program will be focused on scout drilling peripheral to the Diluvio deposit.  Mercedes Mine production attributable to Equinox for 2021, following the acquisition of the asset on April 7, 2021, is estimated at 30,000 to 35,000 ounces of gold, which is unchanged from previous guidance. Cash costs are expected to decrease slightly to $750 to $800 per ounce and all-in sustaining costs to $1,150 to $1,200 per ounce.

MOSS INCREASES M&I RESOURCES BY 36%

Elevation Gold Mining Corporation (“Elevation Gold”) announced gold sales of 8,045 ounces for the second quarter of 2021. During the second quarter of 2021, the 3A Heap Leach construction project was completed. The focus during the second half of 2021 is on further debottlenecking of the crusher, which has already delivered more than a 40% reduction in unit costs year over year moving from 1/4″ to 3/8″ crush size, improving drill and blast operating procedures to improve fragmentation and throughput, improving the mine plan as they advance the infill and exploration drill program, and reducing mining and overhead costs.

On October 21, 2021, Elevation Gold announced a 36% increase to Measured and Indicated Resources at the Moss Gold Mine. Elevation Gold’s new leadership believes the Moss Gold Mine and surrounding 168 square kilometer land package possesses unrealized gold exploration potential. Consequently, Elevation Gold began an aggressive near mine and regional exploration drilling program in March 2021 to deliver new resources ounces while beginning to demonstrate the potential of the Moss Gold Mine. The new Technical Report only incorporates the results of the drilling to a May 24, 2021 cut-off. Since this cut-off date, Elevation Gold has completed approximately 100 drill holes and continues to encounter significant mineralization, which are not included in the Mineral Resource and Mineral Reserve estimates presented in this new Technical Report.

TROILUS RECEIVES STRATEGIC INVESTMENT FROM GOVERNMENT OF QUÉBEC AND FTQ

On July 15, 2021, Troilus Gold Corp. (“Troilus”) announced an initial investment of CA$11.5 million, by Investissement Québec and Fonds de solidarité FTQ. More importantly, Troilus and its strategic Québec-based institutional shareholders have defined a long-term strategic framework focused on defining and establishing full project financing options for the development of the Troilus Gold Project as it moves through feasibility. On the exploration front, on October 19, 2021, Troilus announced the extension of the strike length of the Southwest Zone by about 25% to over 1.85 kilometers and 350 metres beyond known mineralization. Of note, Troilus intercepted 1.20 g/t gold equivalent over 19 metres and within 100 metres from surface.

RDM INCREASES PRODUCTION GUIDANCE

As per Equinox disclosure, the RDM Gold Mine production for 2021 was increased to 60,000 to 65,000 ounces of gold, reflecting a strong performance in the first half of 2021. During the second quarter of 2021, the RDM Gold Mine produced 14,089 ounces and sold 13,764 ounces of gold. In the second quarter of 2021, despite lingering effects from heavy rainfall early in the quarter, the RDM Gold Mine mined 19% more ore than the previous quarter, at similar grades. However, ore grade processed from the stockpile was 25% lower than the first quarter of 2021, resulting in a lower overall grade for the second quarter. Non-sustaining capital has been reduced to $25 million and relates entirely to capitalized stripping for a major expansion pushback of the open pit that will provide improved access to the ore body in future years, with $15 million spent in the first half of 2021. During the second quarter of 2021 the RDM Gold Mine had no lost-time injuries.

BLACKWATER COMPLETES FEASIBILITY STUDY

On September 13, 2021, Artemis Gold Inc. (“Artemis Gold”) announced the results of its feasibility study (“FS”) for the Blackwater Gold Project. The results reflected several positive changes in the approach to the planned development of the Blackwater Gold Project. Phase 1 throughput has been expanded with a larger crushing circuit, providing greater operational throughput upside potential in the early years. Given the greatly reduced footprint of the Stage 1 facility, and the installation of a higher-capacity gyratory crusher in the proposed Stage 1 development, this will allow for a streamlined and construction-ready approach to the Phase 2 Expansion throughput of 12Mtpa. Increased up-front investments will also reduce expansion capital. The FS also highlights accelerated Phase 2 and Phase 3 expansions. Artemis Gold also included an initial investment to replace diesel and propane-powered components within the process plant facility to reduce the carbon footprint of the Blackwater Gold Project, which will support its ESG goals. The net result of the FS is an after-tax net present value at a 5% discount rate of CA$2.15 billion, an after-tax Internal rate of return of 32%, and an after-tax payback period of 2.3 years. Artemis Gold is targeting the second quarter of 2022 for the start of the Blackwater Construction.

Share Capital:

On September 30, 2021 there were 56,657,437 common shares of Nomad outstanding. As at November 3, 2021, the Company had 56,657,437 common shares, 1,407,972 share options and 24,881,654 common share purchase warrants outstanding entitling the holders to purchase 2,488,166 common shares. The Company also had 209,879 restricted share units, 78,500 performance share units and 140,980 deferred share units outstanding. Pursuant to the deferred payment payable to Yamana Gold Inc. and based on the C$/US$ daily exchange rate published by the Bank of Canada on November 2, 2021, 1,378,208 common shares would be issuable should the conversion option be exercised on such date.

Non-IFRS Measures:

Nomad has included certain performance measures in this press release that do not have any standardized meaning prescribed by International Financial Reporting Standards (“IFRS”) including gold equivalent ounces, gold ounces and gold equivalent ounces earned and sold attributable to Nomad, adjusted net income, cash operating margin, cash operating margin attribuable to Nomad’s shareholders, cash costs, cash costs per gold ounce sold and cash costs per silver ounce sold.

In addition to the non-IFRS performance measures described below, the Company’s royalty and stream revenues are converted to GEOs by dividing revenues for a specific period by the average realized gold price per ounce for the gold stream revenues and by dividing revenues by the average gold price for the gold royalty revenues, for the respective period. Silver earned from royalty and stream agreements are converted to gold equivalent ounces by multiplying the silver ounces by the average silver price for the period and dividing by the average gold price for the period. The Company’s gross amount received or receivable from the Caserones copper royalty is converted to gold equivalent ounces by dividing the dividend received or receivable before taxes for a specific period by the average gold price, for the respective period.

Adjusted net income and adjusted net income per share are calculated by removing the effects of the non-cash cost of sales related to the gold prepay loan, the non-cash change in fair value of the conversion option for the Deferred Payment to the Yamana Gold Inc. and the non-cash change in fair value of gold prepay loan and the deferred income tax recovery related to stream interests subject to the RTO Transaction. The Company believes that, in addition to measures prepared in accordance with IFRS, management and certain investors use this information to evaluate the Company’s performance.

Cash operating margin is calculated by subtracting the average cash cost of gold and silver on a per ounce basis from the average realized selling price of gold and silver on a per ounce basis. The Company presents cash operating margin as management and certain investors use this information to evaluate the Company’s performance in comparison to other streaming and royalty companies who present results on a similar basis as well as to evaluate the Company’s ability to generate cash flow.

Average cash cost of gold and silver on a per ounce basis is calculated by dividing the total cost of sales, less depletion and non-cash costs of sales related to the gold prepay loan, by the ounces sold. In addition to measures prepared in accordance with IFRS, management and certain investors use this information to evaluate the Company’s performance and ability to generate cash flow in comparison with other streaming and royalty companies in the precious metals mining industry who present similar measures of performance.

These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Refer to the Non-IFRS and Other Measures section of the Company’s Management Discussion and Analysis for the three and nine months ended September 30, 2021.

QUALIFIED PERSON

Vincent Cardin-Tremblay, P. Geo., Vice President, Geology of Nomad Royalty is the “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects who has reviewed and approved the technical content of this news release.

ABOUT NOMAD

Nomad Royalty Company Ltd. is a gold & silver royalty company that purchases rights to a percentage of the gold or silver produced from a mine, for the life of the mine. Nomad owns a portfolio of 15 royalty and stream assets, of which 8 are on currently producing mines. Nomad plans to grow and diversify its low-cost production profile through the acquisition of additional producing and near-term producing gold & silver streams and royalties. For more information please visit: www.nomadroyalty.com.

Nomad Royalty Company Ltd.
500-1275 ave. des Canadiens-de-Montréal
Montreal, Québec H3B 0G4
nomadroyalty.com

FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release may be deemed “forward-looking statements”. All statements in this release, other than statements of historical fact, that address events or developments that Nomad expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements in this press release include statements with respect to the amount of dividend to be received by the Company from CMC. Although Nomad believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the impossibility to acquire royalties, streams and to fund precious metal streams, gold prices, Nomad’s royalty and stream interests, access to skilled consultants, results of mining operations, exploration and development activities for properties with respect to which Nomad holds a royalty or stream, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, timeliness of government or court approvals, actual performance of facilities, equipment and processes relative to specifications and expectations, unanticipated environmental impacts on operations, market prices, continued availability of capital and financing and general economic, market or business conditions. Nomad cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the forward looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risks they entail. Nomad believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. Nomad undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

Nomad Royalty Company Ltd.
Consolidated balance sheets (unaudited)
(tabular amounts expressed in thousands of United States dollars)

September 30, 2021

December 31, 2020

$

$

Assets

Current assets

Cash

24,621

22,517

Amounts receivable

5,239

1,349

Gold prepay loan

6,920

Other assets

3,472

1,023

Total current assets

33,332

31,809

Non-current assets

Gold prepay loan

8,237

Royalty, stream and other interests

282,683

207,923

Deferred income taxes

42,643

42,059

Total non-current assets

325,326

258,219

Total assets

358,658

290,028

Liabilities

Current liabilities

Accounts payable and accrued liabilities

4,662

4,391

Deferred payment liability – host contract

9,537

Deferred payment liability – conversion option

440

Total current liabilities

14,639

4,391

Non-current liabilities

Deferred payment liability – host contract

9,046

Deferred payment liability – conversion option

3,013

Revolving credit facility

50,000

Total non-current liabilities

50,000

12,059

Total liabilities

64,639

16,450

Equity

Common shares

255,135

254,210

Warrants

3,156

2,838

Contributed surplus

4,343

3,091

Retained earnings

7,523

13,439

Equity attributable to Nomad Royalty Company Ltd’s shareholders

270,157

273,578

Non-controlling interests

23,862

Total equity

294,019

273,578

Total liabilities and equity

358,658

290,028

Nomad Royalty Company Ltd.
Consolidated statements of income (loss) and comprehensive income (loss) (unaudited)
(tabular amounts expressed in thousands of United States dollars, except per share amounts)

Three months ended

Nine months ended

September
30, 2021

September
30, 2020

September
30, 2021

September
30, 2020

$

$

$

$

Revenue

Gold and silver sales

4,728

6,788

18,258

18,775

Other revenue

1,397

780

2,111

1,207

Total revenue

6,125

7,568

20,369

19,982

Cost of sales

Purchased cost of gold and silver

694

2,753

4,546

11,732

Depletion of royalty, stream and other interests

3,342

2,962

9,608

5,440

Total costs of sales

4,036

5,715

14,154

17,172

Gross profit

2,089

1,853

6,215

2,810

Other operating expenses (income)

General and administrative expenses

1,384

343

3,701

1,550

Project evaluation expenses

2

371

57

Share-based compensation

614

818

1,785

2,162

Change in fair value of gold prepay loan

(1,392)

690

(4,967)

Share of income of associate

(320)

(373)

Listing expenses

23,492

Total other operating expenses (income)

1,678

(229)

6,174

22,294

Operating income (loss)

411

2,082

41

(19,484)

Other income (expenses)

Change in fair value of conversion option

1,459

(3,075)

2,573

(8,059)

Finance costs

(734)

(308)

(1,650)

(392)

Foreign exchange income (loss)

(139)

102

(73)

(54)

Total other income (expenses)

586

(3,281)

850

(8,505)

Income (loss) before income taxes

997

(1,199)

891

(27,989)

Income tax recovery (expense)

(68)

1,725

40

36,836

Net income and comprehensive income

929

526

931

8,847

Net income and comprehensive income attributable to:

Nomad Royalty Company Ltd’s shareholders

824

526

826

8,847

Non-controlling interests

105

105

Net income per share

Basic

0.01

0.01

0.01

0.21

Diluted

0.01

0.01

0.01

0.21

Nomad Royalty Company Ltd.
Consolidated statements of cash flows (unaudited)
(tabular amounts expressed in thousands of United States dollars)

Three months ended

Nine months ended

September
30, 2021

September
30, 2020

September
30, 2021

September
30, 2020

$

$

$

$

Operating activities

Net income for the period

929

526

931

8,847

Adjustments for:

Cost of sales related to gold prepay loan

1,698

1,522

9,972

Depletion of royalty, stream and other interests

3,342

2,962

9,608

5,440

Share-based compensation

614

818

1,785

2,162

Listing expense

22,390

Change in fair value of gold prepay loan

(1,392)

690

(4,967)

Change in fair value of conversion option

(1,459)

3,075

(2,573)

8,059

Share of income of associate, net of dividends received

40

(14)

Deferred income tax recovery

(327)

(1,915)

(584)

(37,026)

Finance costs

263

188

762

244

Interest received

259

210

871

Changes in other assets and liabilities

Amounts receivable

(1,026)

(657)

(288)

(679)

Other assets

(1,476)

(370)

(1,701)

(540)

Accounts payable and accrued liabilities

(408)

51

(1,113)

847

Cash provided by operating activities

492

5,243

9,235

15,620

Investing activities

Cash acquired

2,311

2,311

3,149

Acquisition of gold prepay loan

(15,500)

Acquisition of royalty, stream and other interests

(27,259)

(1,940)

(28,453)

(11,940)

Acquisition of investment in associate

(89)

(23,176)

Cash used in investing activities

(25,037)

(1,940)

(49,318)

(24,291)

Financing activities

Proceeds on issuance of common shares

9,652

Revolving credit facility drawn

27,000

50,000

Share and warrant issue expenses

(100)

(15)

(714)

Exercise of share options

3

Financing fees

(959)

(414)

(1,043)

(414)

Dividends paid

(2,285)

(6,758)

Net parent investment

15,175

Net cash provided by (used in) financing activities

23,756

(514)

42,187

23,699

Net increase (decrease) in cash

(789)

2,789

2,104

15,028

Cash at beginning of period

25,410

12,239

22,517

Cash at end of period

24,621

15,028

24,621

15,028

 

SOURCE Nomad Royalty Company Ltd.








barrick gold corporation






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Today’s News

Candelaria Announces Closing of Final Tranche of Non-Brokered Private Placement

NOT FOR DISSEMINATION, DISTRIBUTION, RELEASE, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE…

NOT FOR DISSEMINATION, DISTRIBUTION, RELEASE, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

VANCOUVER, British Columbia, Oct. 29, 2021 (GLOBE NEWSWIRE) — Candelaria Mining Corp. (TSX-V: CAND, OTC PINK: CDELF) (the “Company”) is pleased to announce that, further to its press release of September 22, 2021, it has closed its second and final tranche of its non-brokered private placement for a gross proceeds of $511,648 through the issuance of 1,136,997 units of the Company (the “Units”) at a price of $0.45 per Unit (the “Final Offering”). Each Unit will consist of one common share of the Company and one-half of a common share purchase warrant (the “Warrants”), with each full Warrant entitling the holder thereof to acquire one common share of the Company at a price $0.65 for a period of 36 months following the closing of the Offering.

Gross proceeds raised from the Final Offering will be used for general corporate purposes.

Combining with first tranche, which closed on September 22, 2021, the total proceeds raised was $8,441,770, with a total issuance of 18,759,491 Units.

Armando Alexandri (COO) and Mike Struthers (CEO), subscribed for 622,222 Units ($280,000) and 91,111 Units ($41,000), respectively, under the second and final tranche of the Offering (the “Insider Subscriptions”). The Insider Subscriptions constitute “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect of the Insider Subscriptions.

The Final Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

The original regulatory deadline for closing of the Final Offering was October 7, 2021, in which the Company had obtained regulatory approval to extend it to October 29, 2021.

The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ON BEHALF OF THE BOARD
Mike Struthers
CEO
+1 604 349 5992

For further information, please contact:

Candelaria Mining Corp.
Investor Relations
+1 604 349 5992 | [email protected]

Cautionary Note Regarding Forward-looking Statements: This press release contains certain “forward-looking statements” and “forward-looking information” under applicable Canadian securities laws. Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to the terms, the use of proceeds and the timing of closing of the Offering. Forward-looking statements are based on the opinions and estimates as at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions or metals prices, unanticipated developments on the Company’s properties, and other risks described in the Company’s public disclosure documents available under the Company’s profile at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.






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Today’s News

Rio2 Arranges Project Financing Of US$125 to US$135 Million to Fully Fund Its Fenix Gold Mine to Production

**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES** VANCOUVER, British Columbia, July 20, 2021 …

**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES**

VANCOUVER, British Columbia, July 20, 2021 (GLOBE NEWSWIRE) — Rio2 Limited (“Rio2” or “the Company”) (TSXV: RIO; OTCQX: RIOFF; BVL: RIO) is pleased to announce that it has arranged mine construction financing totaling approximately US$125 to US$135 million to finance the construction of a mine (the “Mine”) at its 100%-owned Fenix Gold Project in Chile (the “Mine Financing Package”).

The Mine Financing Package is comprised of the following components:

  • Non-binding term sheet with Wheaton Precious Metals International Ltd. (“WPMI” or “Wheaton”) for a US$50 million Gold Purchase Agreement (“Gold Stream”).
  • BNP Paribas (“BNP”) appointed as mandated lead arranger for a senior project debt facility of US$50-60 million (“Senior Project Debt Facility”).
  • Marketed public offering of common shares of the Company for gross proceeds of approximately C$25 million (approximately US$19.6 million), at a price per share to be determined in the context of the market with a syndicate of underwriters co-led by Scotiabank, CIBC Capital Markets and Raymond James (the “Offering”).
  • Non-Brokered private placement of common shares of the Company to WPMI or an affiliate for proceeds of US$5 million at a price per share equal to, and concurrent with, the Offering (the “Private Placement”).

Alex Black, President, CEO and a director of Rio2 Limited, stated, “Securing this Mine Financing Package is a significant milestone event for Rio2 and a testament to our management team and the strong, long-life, project fundamentals offered by the Fenix Gold Project.”

The Mine Financing Package will allow for Rio2 to commence pre-construction activities at the Fenix Gold Project prior to receiving Environmental Impact Assessment (“EIA”) approval and permits for its planned 20,000 tonnes per day, run of mine, dump leach operations. Since the outset, the primary focus of Rio2 has been to accelerate the Fenix Gold Project to production and the Mine Financing Package will allow the Company to maintain its current schedule for first gold production in Q4, 2022.

“We welcome WPMI and BNP as our partners in the construction and development of the Fenix Gold Mine, in an environmentally and socially responsible manner, to the benefit of all stakeholders. The Fenix Gold Project hosts the largest undeveloped gold heap leach project in the Americas with a large measured and indicated gold resource of 5 million ounces with exciting exploration potential, and is open to further mine optimization opportunities,” said Alex Black. 

“Wheaton is excited to partner with Rio2 in developing the Fenix Gold Project. The strength of the Fenix Gold Project and its long-term potential has been readily evident during our due diligence,” said Randy Smallwood, President and Chief Executive Officer of Wheaton.

WPMI GOLD STREAM

Rio2 has signed a non-binding term sheet to receive total cash consideration of US$50 million pursuant to a Gold Purchase Agreement to be entered into with WPMI, a wholly-owned subsidiary of Wheaton Precious Metals Corp. (TSX: WPM; NYSE: WPM). The proceeds from the Gold Stream will be used to partially finance the Mine construction.

Upon entering into the Gold Stream, WPMI will purchase refined gold equal to 6.0% of the gold production until 90,000 ounces of gold have been delivered and 4.0% of the gold production until 140,000 ounces of gold have been delivered, after which the stream will reduce to 3.5% of the gold production for the life of mine. Under the proposed Gold Stream, WPMI will pay total cash consideration of US$50 million, US$25 million of which is payable upon closing, subject to conditions including the completion of the Offering (as described below), with the remaining US$25 million payable subject to certain conditions, including the receipt of the EIA approval for the Mine. In addition, WPMI will make ongoing payments for gold ounces delivered equal to 18% of the spot gold price until the value of gold delivered less the production payment is equal to the upfront consideration of US$50 million, at which point the production payment will increase to 22% of the spot gold price.

Entering into the Gold Stream remains subject to, among other matters, the final negotiation and completion of definitive documentation, including the Gold Purchase Agreement.

As part of the non-binding term sheet, Wheaton has committed to subscribe for US$5 million of common shares pursuant to a non-brokered private placement subscription agreement at the same price per share as the Offering (as described below).

BNP SENIOR PROJECT DEBT FACILITY

On July 20, 2021, the Company engaged BNP act as the sole and exclusive bookrunner, sole and exclusive lead arranger, and sole and exclusive administrative agent for the Senior Project Debt Facility in the amount of US$50-60 million. Proceeds of the Senior Project Debt Facility will be used to fund the construction and commissioning of the Mine and available by way of cash advances in US dollars, and for potential cost overruns. The Senior Project Debt Facility is expected to have a principal grace period in line with construction and ramp-up period and a tailored amortization profile designed to match projected cash flows from the Mine. The closing of the Senior Project Debt Facility remains subject to a number of customary conditions including the completion of satisfactory due diligence, the receipt of credit approvals and the negotiation of definitive documentation.

FINANCING PROCESS

“We have completed a comprehensive review of numerous financing options and we are very pleased with the outcome of our process. We have arranged financing with two leading financial partners to fully fund the construction costs at Fenix Gold. The Mine Financing Package is transformational for Rio2 as it will provide the resources to execute on our plans for the development of the Mine,” stated Jose Luis Martinez, Rio2’s Executive Vice President and Chief Strategy Officer.

RIO2 EQUITY OFFERING

The Company has filed a preliminary short form prospectus in connection with a marketed public offering of common shares of the Company (“Common Shares”) for aggregate gross proceeds of approximately C$25 million (approximately US$19.6 million), at a price per Common Share determined in the context of the market (the “Offering Price”). The Offering will be conducted through a syndicate of underwriters co-led by Scotiabank, CIBC Capital Markets and Raymond James (collectively, the “Underwriters”).

The pricing of the Offering will be determined in the context of the market at the time of entering into a definitive underwriting agreement between the Company and the Underwriters. The Company has granted the Underwriters an over-allotment option to purchase up to an additional 15% of the Common Shares issued pursuant to the Offering (the “Over-Allotment Option”) on the same terms exercisable in whole or in part, at any time and from time to time, up to 30 days from and including the closing date of the Offering (the “Underwriters’ Option”).

Not less than US$20 million of the net proceeds‎‎ of the Offering plus the proceeds of the Private Placement (the “Combined Proceeds”) will be used to fund development of the ‎Corporation’s Fenix Gold Project and associated mine and camp infrastructure ‎(which, for greater certainty includes development of related infrastructure by Lince S.A., a wholly owned subsidiary of ‎the Corporation). The remaining Combined Proceeds is expected to be used for general working capital purposes.‎ Any proceeds from the exercise of the Over-Allotment Option will be added to the Corporation’s working capital.

The Common Shares are being offered (i) to the public in each of the provinces and territories of Canada, except for Quebec and (ii) in the United States, only to “qualified institutional buyers” (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”), in a private placement exempt from the registration requirements of the 1933 Act.

The Offering is scheduled to close on or about August 6, 2021 and is subject to customary closing conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the securities ‎regulatory authorities and the TSX Venture Exchange (the “TSXV”). The completion of the Offering is also subject to the completion of the Private Placement (as described below).

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Common Shares in the United States. The Common Shares have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold directly or indirectly in the United States except in transactions exempt from the registration requirements of the 1933 Act and all applicable state securities laws.

The Company has applied to list the Common Shares on the TSXV. A preliminary short form prospectus containing important information related to the Common Shares has been filed with securities regulatory authorities in each of the provinces and territories of Canada, except for Quebec. The preliminary short form prospectus is subject to completion. Copies of the preliminary short form prospectus may be obtained from the Underwriters via email at [email protected] or by request to the Company. A copy of the preliminary short form prospectus can also be obtained under the corporate profile of the Company on SEDAR at www.sedar.com.

RIO2 PRIVATE PLACEMENT

As contemplated by the non-binding term sheet with WPMI, WPMI or an affiliate would purchase on a non-brokered private placement basis Common Shares from treasury for proceeds of the Canadian dollar equivalent of US$5 million (approximately C$6.4 million) at a price per share equal to the price of the Common Shares issued pursuant to the Offering (the “Private Placement”), provided the gross proceeds of the Offering and Private Placement exceed US$20 million. The Company intends to use the proceeds from the Private Placement to fund development of the Company’s Fenix Gold Project‎.

The Private Placement is scheduled to close on or about August 6, 2021 and is subject to customary closing conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSXV. The completion of the Private Placment is also subject to the concurrent completion of the Offering.

ADVISORS

Rio2’s financial advisor is Scotiabank and its legal advisors are McMillan LLP in Canada and Guerrero Olivos in Chile in connection with the Gold Stream and the Senior Project Debt Facility.

TECHNICAL INFORMATION

The scientific and technical content of this news release has been reviewed, approved and verified by Enrique Garay, MSc. P. Geo (AIG Fellow), Senior Vice President Geology of Rio2 Limited, who is a QP under NI 43-101. For additional information regarding the Fenix Gold Project, including key parameters, assumptions and risks associated with its development, see the independent technical report entitled “Updated Pre-Feasibility Study for the Fenix Gold Project, Atacama, III Region, Chile” dated October 15, 2019 with an effective date of August 15, 2019, a copy of which document is available under Rio2’s SEDAR profile at www.sedar.com

ABOUT RIO2 LIMITED

Rio2 is a mining company with a focus on development and mining operations with a team that has proven technical skills as well as a successful capital markets track record. Rio2 is focused on taking its Fenix Gold Project in Chile to production in the shortest possible timeframe based on a staged development strategy. In addition to the Fenix Gold Project in development in Chile, Rio2 Limited continues to pursue additional strategic acquisitions where it can deploy its operational excellence and responsible mining practices to build a multi-asset, multi-jurisdiction, precious metals company.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively “forward-looking information”) within the meaning of applicable securities laws relating to Rio2’s planned development of its Fenix Gold Project and other aspects of Rio2’s anticipated future operations and plans. In addition, without limiting the generality of the foregoing, this news release contains forward-looking information pertaining to the following: the Gold Stream, the Senior Project Debt Facility, the Offering, the Private Placement, the timing and completion of each of the foregoing financings, the use of proceeds of each of the foregoing financings, the estimated mineral resources of the Fenix Gold Project, the potential development of a mine at the Fenix Gold Project, the timing of construction at the Fenix Gold Project, the expected timeline for the commencement of gold production from the Fenix Gold Project, the expected rate of production at the Fenix Gold Project and other matters ancillary or incidental to the foregoing.

All statements included herein, other than statements of historical fact, may be forward-looking information and such information involves various risks and uncertainties. Forward-looking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, and similar expressions. The forward-looking information is based on certain key expectations and assumptions made by Rio2’s management which may prove to be incorrect, including but not limited to: expectations concerning prevailing commodity prices, exchange rates, interest rates, applicable royalty rates and tax laws; capital efficiencies; legislative and regulatory environment of Chile; future production rates and estimates of capital and operating costs; estimates of reserves and resources; anticipated timing and results of capital expenditures; the sufficiency of capital expenditures in carrying out planned activities; performance; the availability and cost of financing, labor and services; and Rio2’s ability to access capital on satisfactory terms.

Rio2 believes the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements in this news release should not be unduly relied upon. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Rio2’s disclosure documents on the SEDAR website at www.sedar.com. These risks and uncertainties include, but are not limited to: risks and uncertainties relating to the completion of the financings as described herein, and management’s ability to anticipate and manage the factors and risks referred to herein. Forward-looking statements included in this news release are made as of the date of this news release and such information should not be relied upon as representing its views as of any date subsequent to the date of this news release. Rio2 has attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimates expressed or implied by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. Rio2 disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

Notes:

To learn more about Rio2 Limited, please visit: www.rio2.com or Rio2’s SEDAR profile at www.sedar.com.

ON BEHALF OF THE BOARD OF RIO2 LIMITED

Alex Black
President, CEO & Director
Email: [email protected]
Tel: 1 (604) 260-2696

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts the responsibility for the adequacy or accuracy of this release.

 






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Ranchero Gold Provides Update on Santa Daniela Drill Program

Current drill program focused on expansion of known gold mineralization at Maíz Azul and initial testing of two highly prospective targets.Diamond core…

  • Current drill program focused on expansion of known gold mineralization at Maíz Azul and initial testing of two highly prospective targets.
  • Diamond core drilling commenced on October 27, 2021.
  • To date 360 meters have been completed in two drill holes.
  • A 13 hole, 3000-meter program Phase 1 drill program planned.

VANCOUVER, British Columbia, Nov. 03, 2021 (GLOBE NEWSWIRE) — Ranchero Gold Corp. (formerly, Melior Resources Inc.) (TSXV:RNCH) (the “Company”) is pleased to provide an update of its current drill program at its 100%-owned Santa Daniela project located in Sonora, Mexico. The Santa Daniela project consists of a large 22,000-hectare concession that located in the heart of the Sierra Madre Occidental (SMO) gold belt situated in close proximity to a number of currently operating gold mines.

Diamond drilling is underway. The drill rig arrived on site on October 25 and commenced drilling on October 27. To date, 360 meters of diamond core drilling has been completed in two drill holes.

The Sierra Madre Occidental Gold Belt

Over the last 20 years, a significant new gold belt has emerged in the SMO. While there has historically been small-scale gold production, it is only in the past 15 years that large-scale mining has begun. The region is dominated by Alamos Gold’s Mulatos mining complex and Agnico Eagle’s La India and Pinos Altos mining complexes. These three mines produced approximately 390,000 ounces gold and 2.3 million ounces of silver in 2020. Combined proven and probable gold reserves are 2.5 million ounces. (Source: Alamos Gold and Agnico Eagle Websites) The Santa Daniela concessions are directly adjacent to the Mulatos mine complex (Figure 1).

The SMO is a regionally extensive Tertiary volcanic field, comprised of two distinct volcanic sequences, an older andesitic and dacitic series, and a younger, pyroclastic dominated rhyolitic series. The Upper Series overlies the Lower Series with erosional disconformity and comprises a sequence dominated by stratified volcanic ash beds. Most significant metal occurrences, including Ranchero’s prospects in the SMO, are hosted by rocks of the Lower Series.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/8c514bce-53e8-46ea-9ac9-3386582bec34

The Maíz Azul Prospect

The most advanced project in the Santa Daniela concessions is the Maíz Azul prospect. It lies approximately 3.5 km southeast of Alamos Gold’s San Carlos and El Victor deposits – part of the Mulatos gold complex. It is contained within the Lower Series volcanic rocks which also host gold mineralization at Mulatos. Historic drilling encountered gold mineralization in multiple drill holes including 37.0 meters averaging 1.56 g Au/t (DDH MA-18-03).

Field work conducted by Ranchero in 2020 consisted of mapping, geochemical sampling and alteration studies. As a result, Ranchero geologists have identified three primary targets for drill testing known as La Colmena, La Cascada and X-Structure. These targets have been defined by three principal factors: (i) structural trends (veins/veinlets, faults); (ii) geochemical sampling and (iii) alteration mapping. These factors appear to define a classic low-sulfidation, epithermal, precious-metal system.

The primary structural trend is west-northwest and the three targets, parallel to each other, follow this orientation (Figure 2). A secondary northeast trend is also prominent and may have an important control on mineralization.

Geochemical sampling has encountered numerous samples containing gold at surface (particularly the La Colmena and La Cascada targets).  Independent samples of outcrop exposures of the La Colmena zone returned values between 0.22 to 6.27 g Au/t.

Alteration mapping (Figure 3) with the aid of spectral analysis shows concentric halos typical of a low-sulphidation gold deposit. This is characterized by an inner core of silica/clay surrounded by a halo of propylitic alteration (chlorite-epidote-calcite). Outlying this alteration are remnants of argillic alteration characterized by the presence of illite/smectite clays and destruction of rock textures.

The current drill program is planned to test the three targets. Thirteen diamond drill holes will be completed as shown in Figure 2. The program is designed first, to confirm and expand upon the historical drilling at La Colmena. The program will also provide an initial test of the La Cascada zone which has the largest surface expression of the three targets. Finally, one drill hole will provide an initial test of the X Structure.

The Maíz Azul prospect covers just a small portion of the Company’s 22,000-hectare concession block. Reconnaissance efforts have yielded additional targets for further field investigations.

Corporate Update

Ranchero announces that it has engaged the Independent Trading Group (“ITG”) to provide market-making services. ITG is a member of IIROC, CIPF, the Toronto Stock Exchange and Canadian Securities Exchange, and is based out of Toronto, Ontario.

Ranchero entered a market making services agreement with ITG pursuant to which Ranchero engaged ITG to provide market-making services with the objective of maintaining a reasonable market and improving the liquidity of Ranchero’s common shares. Ranchero retained ITG for an initial term of three months, with automatic renewal of one-month terms thereafter until terminated by either party with 30 days’ notice. In consideration for the services, Ranchero will pay ITG C$10,000 per month, plus applicable taxes, during the term of the agreement. ITG will not receive any securities of Ranchero as compensation.

ITG is an arm’s length party to Ranchero. ITG does not currently have any interest in Ranchero or the securities of Ranchero, but ITG may acquire securities of Ranchero in connection with the market-making services. The funds to be used for the market-making services will be provided by

Photos accompanying this announcement are available at

https://www.globenewswire.com/NewsRoom/AttachmentNg/1686eeae-e6bc-4644-b9fa-1ce924d62c82

https://www.globenewswire.com/NewsRoom/AttachmentNg/0f0bc3c9-2355-4f20-b4ed-45e0d9bb728f

ITG in accordance with the policies of the TSX Venture Exchange (“TSXV”) and applicable securities laws. The engagement of ITG is subject to the approval of the TSXV.

Qualified Person

Scientific and technical information in this news release has been reviewed and approved by William Pincus, CPG, who is a “qualified person” as defined by NI 43-101.

About Ranchero Gold

Ranchero Gold is a gold exploration and development company currently focused on its 100%-owned Santa Daniela project located in Sonora, Mexico. The Santa Daniela project consist of a large land package of 22,000 hectares within Mexico’s Sierra Madre Occidental – a newly emerging gold-belt. Maíz Azul is the Company’s most advanced prospect. Drilling is currently on-going.

On behalf of the board of directors of the Company:

William Pincus
President, Chief Executive Officer and Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward Looking Statements

This news release contains certain forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate” “plans”, “estimates” or “intends” or stating that certain actions, events or results “ may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements contained in this news release include, but are not limited to, the final acceptance of the TSXV to the Transaction.

Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. These risks and uncertainties include but are not limited to: risks related to regulatory approval, including the approval of the TSXV. There can be no assurance that forward-looking statement will prove to be accurate, and actual results and future events could differ materially from those anticipate in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

For further information, please contact:
William Pincus
President, Chief Executive Officer and Director
+1 303 589 3734







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