Result of Placing and Primary Bid Offer

RNS Number : 5627V

Trident Royalties PLC.

14 December 2021

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR") AS IN FORCE IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

14 December 2021

Trident Royalties Plc

("Trident" or the "Company")

Result of Placing and Primary Bid Offer

Trident Royalties Plc (AIM:TRR, FSX:5KV), the growth-focused mining royalty and streaming company, announces that further to the announcements made yesterday regarding the proposed placing and subscriptions (the "Placing"), and retail offer (the "Retail Offer") (together, the "Fundraising"), the Company has raised total gross proceeds of approximately £30.2 million (approximately US$40.0 million) from the issuance of 84,000,000 new ordinary shares at a price of 36 pence per share (the "Placing Price").

The Fundraising is being conducted in two tranches:

· A firm placing allocation of 70,881,943 new ordinary shares in the Company at the Placing Price, conditional inter alia on their admission to trading on AIM ("Firm Placing Shares").

· A conditional allocation of 13,118,057 new ordinary shares in the Company ("Conditional Placing Shares") at the Placing Price, conditional upon, inter alia, shareholder approval at a general meeting of shareholders to be held on or around 10 January 2022 (the "General Meeting") and their admission to trading on AIM (the "Conditional Placing").

Tamesis Partners LLP, Ashanti Capital Pty Ltd and Stifel Nicolaus Europe Limited acted as Joint Bookrunners in relation to the Placing. The Retail Offer was conducted by the PrimaryBid platform.

All of the placees will receive Firm Placing Shares other than one placee who will receive Firm Placing Shares and Conditional Placing Shares and the Directors will only receive Conditional Placing Shares.

The Fundraising proceeds will part fund the acquisition of a portfolio of cash generative gold offtake contracts (the "Acquisition") as announced yesterday, for a total consideration of US$69.75 million, while maintaining a strong balance sheet for the acquisition of further royalty and streaming assets. 

Adam Davidson, Chief Executive Officer of Trident commented:  

"I am thrilled with the support we have received from both institutional and retail investors, demonstrating strong support for our business model and the attractiveness of the Acquisition. Following strong demand we have increased the size of the Fundraising, which will provide additional capital for future royalty and stream acquisitions.

"The offering was well supported by both existing and new shareholders, seeing a number of leading institutional shareholders join our register.

"The funds raised will primarily be used for the acquisition of a portfolio of producing gold offtake streams from Orion Resource Partners, which is the most significant transaction we have completed to date and materially increases our scale and diversification, crucially providing immediate and significant cash flow to support our future growth and in due course and appropriate dividend policy. With our strong balance sheet, we look forward to updating shareholders on further pipeline opportunities."

Director Participation

The following directors of the Company have agreed to participate in the Placing through subscriptions on the same terms as other investors although all directors will participate only in the Conditional Placing.

Director	Number of existing ordinary shares	Number of Conditional Placing Shares to be subscribed for	Holding of Ordinary Shares on admission of the Conditional Placing Shares	Percentage of enlarged issued share capital on admission of the Conditional Placing Shares (%)
Paul Smith 1	3,317,000	839,842	4,156,842	1.46%
Albert (Al) Gourley2	6,327,027	1,035,000	7,362,027	2.57%
Adam Davidson	130,000	52,490	182,490	0.06%
Helen Pein	9,009	69,444	78,453	0.03%

¹ Subscribed for and include shares owned by Collingwood Capital AG, a company of which Mr Smith is sole shareholder
² Subscribed for and include shares owned by, Albert C Gourley Professional Corporation, a company of which Mr Gourley is the sole shareholder

Mr Smith, Mr Gourley, Mr Davidson and Ms Pein, who are directors of the Company, are each a related party of the Company for the purposes of Rule 13 of the AIM Rules for Companies and have participated in the Fundraise by subscribing in the Conditional Placing for 839,842 Ordinary Shares,1,035,000 Ordinary Shares, 52,490 Ordinary Shares and 69,444 Ordinary Shares respectively. These constitute related party transactions under Rule 13 of the AIM Rules for Companies. 

Mr Bacchus, being the independent director of the Company considers, having consulted with the Company's nominated adviser, Grant Thornton UK LLP, that the terms of the participation in the Fundraise by Mr Smith, Mr Gourley, Ms Pein and Mr Davidson are fair and reasonable insofar as the Company's shareholders are concerned.

Admission and Total Voting Rights

Admission of the Conditional Placing Shares to trading on AIM is conditional on shareholder approval at a General Meeting of the Company. A further announcement regarding the General Meeting will be made in due course.

Application for admission to trading on AIM of the Firm Placing Shares ("Admission") has been made to the London Stock Exchange and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 20 December 2021.

After Admission, the total number of Ordinary Shares in issue will be 251,592,413 and the total number of voting rights will therefore be 251,592,413. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Company's 'Launch of Placing' announcement released yesterday, 13 December 2021.

** Ends **

Contact details:

Trident Royalties Plc Adam Davidson	www.tridentroyalties.com [phone]
Grant Thornton (Nominated Adviser) Colin Aaronson / Samantha Harrison	www.grantthornton.co.uk [phone]
Tamesis Partners LLP (Financial Adviser, Joint Bookrunner) Richard Greenfield	www.tamesispartners.com [phone]
Stifel Nicolaus Europe Limited (Joint Bookrunner) Callum Stewart / Ashton Clanfield	www.stifelinstitutional.com [phone]
Ashanti Capital Pty Ltd (Joint Bookrunner) Rob Hamilton	www.ashanticapital.com.au [phone]
St Brides Partners Ltd (Financial PR & IR) Susie Geliher / Catherine Leftley	www.stbridespartners.co.uk [phone]

About Trident

Trident is a growth-focused diversified mining royalty and streaming company, providing investors with exposure to a mix of base and precious metals, bulk materials (excluding thermal coal) and battery metals.

Key highlights of Trident's strategy include:

· Expanding on a royalty and streaming portfolio which broadly mirrors the commodity exposure of the global mining sector (excluding thermal coal) with a bias towards production or near-production assets, differentiating Trident from the majority of peers which are exclusively, or heavily weighted, to precious metals;

· Acquiring royalties and streams in resource-friendly jurisdictions worldwide, while most competitors have portfolios focused on North and South America;

· Targeting attractive small-to-mid size transactions which are often ignored in a sector dominated by large players;

· Active deal-sourcing which, in addition to writing new royalties and streams, will focus on the acquisition of assets held by natural sellers such as: closed-end funds, prospect generators, junior and mid-tier miners holding royalties as non-core assets, and counterparties seeking to monetise packages of royalties and streams which are otherwise undervalued by the market;

· Maintaining a low-overhead model which is capable of supporting a larger scale business without a commensurate increase in operating costs; and

· Leveraging the experience of management, the board of directors, and Trident's adviser team, all of whom have deep industry connections and strong transactional experience across multiple commodities and jurisdictions.

 The acquisition and aggregation of individual royalties and streams is expected to deliver strong returns for shareholders as assets are acquired on terms reflective of single asset risk compared with the lower risk profile of a diversified, larger scale portfolio. Further value is expected to be delivered by the introduction of conservative levels of leverage through debt. Once scale has been achieved, strong cash generation is expected to support an attractive dividend policy, providing investors with a desirable mix of inflation protection, growth and income.

 Forward-looking Statements

This news release contains forward ‐ looking information. The statements are based on reasonable assumptions and expectations of management and Trident provides no assurance that actual events will meet management's expectations. In certain cases, forward ‐ looking information may be identified by such terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Although Trident 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 or developments may differ materially from those projected. Mining exploration and development is an inherently risky business. In addition, factors that could cause actual events to differ materially from the forward-looking information stated herein include any factors which affect decisions to pursue mineral exploration on the relevant property and the ultimate exercise of option rights, which may include changes in market conditions, changes in metal prices, general economic and political conditions, environmental risks, and community and non-governmental actions. Such factors will also affect whether Trident will ultimately receive the benefits anticipated pursuant to relevant agreements. This list is not exhaustive of the factors that may affect any of the forward ‐ looking statements. These and other factors should be considered carefully and readers should not place undue reliance on forward-looking information.

Third Party Information

As a royalty and streaming company, Trident often has limited, if any, access to non-public scientific and technical information in respect of the properties underlying its portfolio of royalties and investments, or such information is subject to confidentiality provisions. As such, in preparing this announcement, the Company often largely relies upon information provided by or the public disclosures of the owners and operators of the properties underlying its portfolio of royalties, as available at the date of this announcement. No content of any third-party website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, the Republic of South Africa, Japan, Hong Kong or any other jurisdiction in which such release, publication or distribution would be unlawful.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa, Hong Kong or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, Japan, New Zealand, the Republic of South Africa (as the case may be). No public offering of the Placing Shares is being made in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, Hong Kong or elsewhere.

No action has been taken by the Company, the Joint Bookrunners or any of their respective Affiliates, or any of its or their respective directors, members, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement is directed at and is only being distributed to: (a) persons in member states of the EEA who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation ("Qualified Investors"), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order and (ii) are Qualified Investors, or (c) if in Australia, persons who are "sophisticated investors" (within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "AustralianCorporations Act")), "professional investors" (within the meaning of section 708(11) of the Australian Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Australian Corporations Act so that it would be lawful to offer the Placing Shares to those persons without disclosure under Chapter 6D of the Australian Corporations Act; (d) if in Hong Kong, persons who are "professional investors" (as defined in the Securities and Futures Ordinance (Cap 571 of the laws of Hong Kong) and any rules made thereunder); or (e)   otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b), (c),(d) and (e), a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with either the Prospectus Regulation or the UK Prospectus Regulation) to be published.

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward -looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward - looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward -looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement.

Each of the Company, the Joint Bookrunners and Grant Thornton expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

Tamesis and Stifel which are each authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.

Ashanti, which is authorised and regulated by the Australian Securities and Investments Commission in Australia is acting exclusively for the Company and no-one else in connection with the Placing. It will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to any information in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Ashanti or in connection with this  Announcement or any transaction or arrangement referred to in this Announcement.

Grant Thornton, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company as the Company's nominated adviser. It will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to any information in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Grant Thornton or in connection any transaction or arrangement referred to in this Announcement.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Joint Bookrunners or Grant Thornton (to the fullest extent permitted by law) (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of the Joint Bookrunners and/or Grant Thornton and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed.

No representation or warranty, express or implied, is made by the Joint Bookrunners or Grant Thornton, and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any potential investor's actions with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM. Grant Thornton's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

 

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