CVW Sustainable Royalties Announces Closing of Upsized Private Placement Totalling $50 Million
CVW Sustainable Royalties Announces
Closing of Upsized Private Placement
Totalling $50 Million
Calgary, Alberta--(Newsfile Corp. - March 2, 2026) - CVW Sustainable Royalties Inc. (TSXV: CVW)
(FSE: TMD) ("
CVW Royalties
" or the "
Company
") is pleased to confirm the closing of its previously
announced upsized brokered private placement (the "
Offering
"). Pursuant to the Offering, which
consisted of brokered and non-brokered portions, the Company issued a total of 64,102,565 units (the
"
Units
") at an issue price of $0.78 per Unit (the "
Offering Price
") for gross proceeds of $50.0 million.
The brokered portion of the Offering was led by Stifel Nicolaus Canada Inc. as lead agent and co-
bookrunner, on behalf of the syndicate which included Paradigm Capital Inc. (the "
Agents
").
Each Unit consists of one common share (a "
Common Share
") and one Common Share purchase
warrant (a "
Warrant
"). The Warrants were issued pursuant to a warrant indenture dated March 2, 2026
(the "
Warrant
Indenture
") between the Company and TSX Trust Company, as warrant agent.
Each
Warrant is exercisable to purchase an additional Common Share at a price of $0.95 per Warrant for a
period of two years from the date of issuance ("
Issue Date
"). At any time following the 6-month
anniversary of the Issue Date, and from time to time thereafter, if the volume-weighted average price
("
VWAP
") of the Common Shares exceeds $1.20 for 30 consecutive trading days at any time, the
Company may, within 20 days following such occurrence but without having been required to act upon
the first occurrence thereof, deliver a notice to the holders thereof accelerating the expiry date of the
Warrants to a date that is 30 calendar days after the date of such notice.
Akshay Dubey, CEO of the Company, stated, "We are pleased to complete this $50 million financing
and appreciate the strong support from our investors including our Board and Pierre Lassonde. This
capital strengthens our balance sheet and positions us to execute on our pipeline of sustainability-
focused royalty opportunities and deliver value to shareholders. The financing was predominantly placed
with institutional investors and established family offices, reflecting conviction in our royalty model and
long-term growth strategy."
The Company intends to use the net proceeds from the Offering to fund future royalty transactions,
diligence and closing expenses related thereto, and general corporate purposes.
Certain insiders of the Company (collectively, the "
Insiders
") subscribed for 8,241,880 Units under the
Offering, representing $6,428,666 in gross proceeds. In addition, Special Advisor to the Company,
Pierre Lassonde, subscribed for 7,965,000 Units. Together, these subscriptions total approximately
$12.6 million in gross proceeds. The issuance of Units to the Insiders constitutes a "related party
transaction" as such term is defined under Multilateral Instrument 61-101 -
Protection of Minority
Security Holders in Special Transactions
("
MI 61-101
"). The Company is relying on an exemption from
the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant
to section 5.5(a) and section 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the
Units nor the consideration for such Units, insofar as it involves the Insiders, exceeds 25 percent of the
Company's market capitalization.
The Company paid to the Agents a cash commission of $420,404, representing 6.0% of the gross
proceeds of the Offering from purchasers that were sourced by the Agents. The Company also issued a
total of 2,217,373 common shares (the "
Finder Shares
") at a deemed price of $0.78 per Finder Share.
Closing of the Offering has been conditionally approved by the TSX Venture Exchange ("
TSXV
"), and
the securities issued under the Offering are subject to a statutory hold period of four-month and one-day
from the Issue Date in accordance with applicable securities laws.
The securities issued pursuant to the Offering have not been, nor will they 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 to, or for the account or benefit of, persons in the "United States" or "U.S.
persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration
under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an
applicable exemption therefrom. This news release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About CVW Sustainable Royalties
CVW Sustainable Royalties
invests in sustainability-focused technologies and operations providing
returns linked to commodities and commodity-like products. CVW Sustainable Royalties is building a
portfolio of royalty-based cash flow streams by partnering with clean technology innovators in the
commodity space. CVW Sustainable Royalties' current portfolio includes its proprietary technology,
Creating Value from Waste™ ("
CVW™
"), which is designed to recover bitumen, solvents, critical
minerals, and water from oil sands froth treatment tailings with significant environmental benefits, an
interest in two future Northstar Clean Technologies facilities which reprocess waste shingles to produce
liquid asphalt, aggregate, fiber and limestone, as well as a royalty interest in Relocalize micro-factories
which produce packaged ice and cold packs in a more sustainable manner.
CVW Sustainable Royalties trades on the TSXV under the symbol "CVW" and on the Frankfurt Stock
Exchange under the symbol "TMD".
Disclosure Regarding Forward-Looking Information
This news release contains forward-looking statements and information within the meaning of
applicable Canadian securities laws (collectively, "forward-looking statements") that reflect the current
expectations of management about the future results, performance, achievements, prospects, or
opportunities for the Company. Forward-looking statements are frequently, but not always, identified
by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible"
and similar expressions, or statements that events, conditions or results "will", "may", "could" or
"should" occur or be achieved.
More particularly and without limitation, the forward-looking information in this news release includes
expectations regarding the Company's financing plans, the Offering, the proceeds therefrom and the
closing thereof; the Company's acquisition of royalties on a global scale; expectations concerning
final TSXV approvals; expectations concerning the Company's plans and objectives in respect of the
net proceeds of the Offering; the Company's objectives, goals or future plans; the potential for the
Company's royalty investment strategy to create value; the Company's strategy to create long-term
shareholder value and accelerate growth; and the potential to generate positive, commodity-linked
returns through partnerships with sustainable companies. Forward-looking statements are statements
about the future and are inherently uncertain, and actual results of the Company may differ materially
from those reflected in forward-looking statements due to a variety of risks, uncertainties and other
factors. For the reasons set forth above, investors should not place undue reliance on forward-looking
statements. Important factors that could cause actual results to differ materially from the Company's
expectations include: current estimates and predictions being based on certain assumptions about
the industry in which the Company operates and macroeconomic conditions generally; uncertainties
in the timing and receipt of regulatory and exchange approvals; uncertainties involved in disputes and
litigation; fluctuations in interest rates, commodity prices, currency exchange rates, and other financial
conditions, and the resultant effect on the viability of investments; changes in the availability, and
cost, of technical labour required for our business; price escalation and/or inflationary pressures
affecting the cost of equipment and material required to commercialize our projects; the uncertainty of
estimates of capital and operating costs; the need to obtain additional financing and uncertainty as to
the availability and terms of future financing; the impact on the Company of increasing inflation; and
other risks and uncertainties disclosed in other information released by the Company from time to
time and filed with the appropriate regulatory agencies.
All forward-looking statements are based on the Company's beliefs and assumptions, which are
based on information available at the time these assumptions are made, and are necessarily based
upon several assumptions that, while considered reasonable by the Company, are inherently subject
to significant operational, business, economic and regulatory uncertainties and contingencies. The
Company has made the following assumptions in relation to the forward-looking statements in this
press release: the Company's royalty investment strategy will be successfully implemented and will
create value for the Company. The forward-looking statements contained herein are as of the date set
out above and are subject to change after this date, and the Company assumes no obligation to
publicly update or revise the statements to reflect new events or circumstances, except as may be
required pursuant to applicable laws.
Although management believes that the expectations represented by such forward-looking
statements are reasonable, there is significant risk that the forward-looking statements may not be
achieved, and the underlying assumptions thereto will not prove to be accurate. Actual results or
events could differ materially from the plans, intentions and expectations expressed or implied in any
forward-looking statements, including the underlying assumptions thereto, as a result of numerous
risks, uncertainties and factors including: failure to derive benefits from the Company's royalty
investment strategy; failure to receive regulatory approvals; the possibility that opportunities will arise
that require more cash than the Company has or can reasonably obtain; dependence on key
personnel; dependence on corporate collaborations; potential delays; uncertainties related to early
stage of technology and product development; uncertainties as to fluctuation of the stock market;
uncertainties as to future expense levels and the possibility of unanticipated costs or expenses or cost
overruns; and other risks and uncertainties which may not be described herein.
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.
For further information, please contact:
Akshay Dubey
Joshua Grant
CEO
403.460.8135
CFO
403.460.8135
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DISSEMINATION IN THE UNITED STATES
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