Nomad Royalty Company acquires royalty and stream portfolios from Orion and Yamana and completes reverse take-over

May 27, 2020

Torys represented Orion with a team that included Michael Pickersgill, Michael Jason, Patrick Chapman and Parker Baglole (corporate/M&A) and Craig Maurice (tax).

On February 23, 2020, Nomad Royalty Company Ltd. (“Nomad”) (formerly Guerrero Ventures Inc.), announced that it had entered into definitive purchase agreements with funds related to Orion Resource Partners (USA) LP ("Orion") and Yamana Gold Inc. and one of its affiliates ("Yamana") to acquire two portfolios of royalty, stream and gold loan assets. These transactions closed on May 27, 2020, concurrently with the closing of Nomad’s reverse take-over transaction which involved the acquisition of the royalty, stream and gold loan assets. In connection with the foregoing, Nomad graduated to the Toronto Stock Exchange from the TSX Venture Exchange.

As part of the transaction, Nomad acquired a portfolio of assets from Orion for total consideration of US$268 million. Nomad satisfied the purchase price by issuing 396,455,965 common shares to Orion at a price of C$0.90 per common share. Concurrent with the Orion portfolio acquisition, Nomad acquired a portfolio of assets from Yamana for total consideration of US$65 million. Nomad satisfied the purchase price by issuing 66,500,000 common shares to Yamana at a price of C$0.90 per share and by paying US$20 million in cash, with a portion of this cash payment being made through a deferred payment agreement between Yamana and Nomad. Upon closing of the portfolio acquisitions, Nomad, Orion and Yamana entered into an investor rights agreement setting out certain shareholder arrangements.

Orion is a global alternative investment management firm with approximately US$6.0 billion under management.

Yamana is a Canadian-based precious metals producer with significant gold and silver production, development stage properties, exploration properties, and land positions throughout the Americas, including Canada, Brazil, Chile and Argentina.

Nomad (formerly Guerrero) is a publicly listed company with a focus on acquiring mineral assets that will provide the opportunity to enhance shareholder value.

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

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