Elemental Royalties Board Intends to Recommend Rejection of Gold Royalty Corp Proposed Unsolicited All-Share Takeover Bid
Elemental Royalties Board Intends to
Recommend Rejection of Gold Royalty Corp
Proposed Unsolicited All-Share Takeover Bid
Vancouver, British Columbia--(Newsfile Corp. - December 23, 2021) - Elemental Royalties Corp.
(TSXV: ELE) (OTCQX: ELEMF) ("
Elemental
" or "the
Company
") today announced that after having
received advice from its financial and legal advisors, the Board of Directors of Elemental (the "
Board
")
intends to recommend that shareholders reject an
unsolicited all-share takeover bid from Gold Royalty
Corp. ("
Gold Royalty
") if and when the bid commences, assuming the terms are as proposed by Gold
Royalty in its December 20, 2021 announced intention (the "
Gold Royalty
Intention
").
The Board, following a meeting on December 22 and after discussions with certain shareholders,
described the Gold Royalty Intention as opportunistic in timing and advised shareholders that the Board
carefully reviewed and rejected a prior private non-binding all-share unsolicited proposal (the "
Prior
Proposal
") from Gold Royalty on terms similar to the Gold Royalty Intention valuing Elemental at C$1.78
per share.
Elemental intends to continue business as usual in pursuing royalty opportunities. At the same time, the
Board will review alternative strategic options that might represent more compelling value to
shareholders than either the Gold Royalty Intention or continuing as an independent business. Elemental
cautions shareholders that there can be no certainty of a takeover transaction. Elemental continues to
advise shareholders to take no action with regard to the Gold Royalty Intention.
Advisors
The Company has engaged Canaccord Genuity Corp. as its sole financial advisor and Fasken
Martineau DuMoulin LLP as legal advisor to the Company and its Board. Longview Communications
and Public Affairs is engaged as communications advisor to the Company.
On behalf of Elemental Royalties Corp.
Frederick Bell
CEO and Director
Investor Inquiries:
Frederick Bell, CEO and Director
Direct: +44 (0) 7554 872 794
Email:
John Robins, Director
Direct: +1 (604) 657 6226
Media Inquiries:
Longview Communications and Public Affairs
Alan Bayless, Vancouver: (604) 417-9645,
Andy Lloyd, Toronto: (416) 402-5029,
Elemental is a proud member of Discovery Group. For more information please visit:
www.discoverygroup.ca
or contact 604-653-9464.
(TSXV: ELE) | (OTCQX: ELEMF) | (ISIN: CA28619L1076)
About Elemental Royalties
Elemental is a gold-focused royalty company listed on the TSX-V in Canada and provides investors with
lower risk precious metals exposure through a portfolio of nine high-quality royalties. This enables
investors to benefit from ongoing royalty revenue, future exploration upside and low operating costs.
Elemental's experienced team seeks to secure royalties in advanced precious metals projects, run by
established operators, from its pipeline of identified opportunities.
Neither the TSX Venture Exchange (the "TSX-V") nor its Regulation Service Provider (as that
term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or
accuracy of this press release.
Cautionary note regarding forward-looking statements
This release contains certain "forward-looking statements" and certain "forward-looking information" as
defined under applicable Canadian securities laws. Forward-looking statements and information can
generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology (including negative
and grammatical variations).
Forward-looking statements and information include, but are not limited to, statements with respect to
the future growth, development and business plans of the Company, whether a formal offer will be made
by Gold Royalty, whether a take-over or other transaction will occur, and the delivery by the Company of
superior value for shareholders. Forward-looking statements and information are based on forecasts of
future results, estimates of amounts not yet determinable and assumptions that, while believed by
management to be reasonable, are inherently subject to significant business, economic and competitive
uncertainties and contingencies. Forward-looking statements and information are subject to various
known and unknown risks and uncertainties, many of which are beyond the ability of Elemental to control
or predict, that may cause Elemental's actual results, performance or achievements to be materially
different from those expressed or implied thereby, and are developed based on assumptions about such
risks, uncertainties and other factors set out herein, including but not limited to: the requirement for
regulatory approvals and third party consents, the impact of general business and economic conditions,
the absence of control over the mining operations from which Elemental will receive royalties, including
risks related to international operations, government relations and environmental regulation, the inherent
risks involved in the exploration and development of mineral properties; the uncertainties involved in
interpreting exploration data; the potential for delays in exploration or development activities; the
geology, grade and continuity of mineral deposits; the impact of the COVID-19 pandemic; the possibility
that future exploration, development or mining results will not be consistent with Elemental's
expectations; accidents, equipment breakdowns, title matters, labour disputes or other unanticipated
difficulties or interruptions in operations; fluctuating metal prices; unanticipated costs and expenses;
uncertainties relating to the availability and costs of financing needed in the future; the inherent
uncertainty of production and cost estimates and the potential for unexpected costs and expenses,
commodity price fluctuations; currency fluctuations; regulatory restrictions, including environmental
regulatory restrictions; liability, competition, loss of key employees and other related risks and
uncertainties. Elemental undertakes no obligation to update forward-looking information except as
required by applicable law. Such forward-looking information represents management's best judgment
based on information currently available. No forward-looking statement can be guaranteed, and actual
future results may vary materially. Accordingly, readers are advised not to place undue reliance on
forward-looking statements or information.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/108415