Nomad Royalty completes arrangement with Sandstorm Gold

Torys acted as counsel to Orion as the controlling shareholder in Nomad, with a team that included Mike Pickersgill, Mile Kurta, Chris Bornhorst, Michael Jason and Jude Gee (corporate/M&A), David Mattingly and Chris Saki (tax).

On May 2, 2022, Nomad Royalty Company Ltd. ("Nomad") announced that it entered into a definitive arrangement agreement with Sandstorm Gold Ltd. ("Sandstorm"), pursuant to which Sandstorm would acquire all of the issued and outstanding shares of Nomad in an all-share transaction valued at US$590 million (approximately C$755 million).

The transaction, which closed August 15, 2022, was effected by way of a court-approved plan of arrangement under the Canadian Business Corporation Act. Under the terms of the arrangement agreement, Nomad shareholders received 1.21 common shares of Sandstorm for each Nomad Share held.

In connection with the arrangement, Nomad's principal shareholders, Orion Mine Finance Fund II LP and Orion Mine Finance Fund III LP (collectively, "Orion"), entered into irrevocable voting support agreements with Sandstorm pursuant to which Orion agreed to vote all of its shares in Nomad, representing a total of approximately 61% of Nomad shares on a fully diluted basis, in favour of the transaction. Directors and officers of Nomad, holding a total of approximately 5% of Nomad shares on a fully diluted basis, also entered into voting support agreements with Sandstorm in favour of the transaction.

As a result of the arrangement’s successful closing, the shares of Nomad were de-listed from the Toronto Stock Exchange (“TSX”), the New York Stock Exchange and the Frankfurt Stock Exchange, and Nomad’s listed warrants were de-listed from the TSX shortly following closing.

Further information can be found on Canada Newswire’s website.

Nomad 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. It owned a portfolio of 21 royalty, stream and other assets, of which 8 were on currently producing mines.

Sandstorm is a gold royalty company that provides upfront financing to gold mining companies that are looking for capital and in return, receives the right to a percentage of the gold produced from a mine, for the life of the mine. Including the assets acquired from Nomad, Sandstorm now holds a portfolio of 250 royalties, of which 39 of the underlying mines are producing. Sandstorm plans to grow and diversify its low cost production profile through the acquisition of additional gold royalties.