VANCOUVER, BC, March 9, 2021
/CNW/ - GoldMining Inc. (TSX: GOLD) (NYSE AMERICAN:
GLDG) ("GoldMining") and its subsidiary, Gold Royalty Corp.
(NYSE American: GROY) ("GRC") today announced the filing by
GRC of a final prospectus for GRC's initial public offering of
18,000,000 units of GRC (the "Units") at an initial public
offering price of US$5.00 per Unit.
Each Unit will be comprised of one common share and one-half of a
warrant to purchase a common share of GRC. Each full warrant will
entitle the holder thereof to acquire a common share at a price of
US$7.50 per share for a period of
three years after the issuance date.
The common shares and warrants of GRC are expected to begin
trading on the NYSE American on March 9,
2021 under the symbols "GROY" and "GROY WS", respectively.
The offering is expected to close on March
11, 2021, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright & Co. and BMO Capital Markets are acting as
the joint book-running managers and co-lead underwriters of a
syndicate that includes CIBC Capital Markets, Haywood Securities,
Raymond James Ltd., Roth Capital Partners, Scotiabank, Sprott
Capital Partners L.P. and TD Securities Inc.
The gross proceeds to GRC from the offering are expected to be
approximately US$90.0 million, before
deducting underwriting discounts and commissions and other offering
expenses payable by GRC. In addition, GRC has granted the
underwriters a 30-day option to purchase up to an additional
2,700,000 common shares and/or up to 1,350,000 warrants at the
initial public offering price, less underwriting discounts and
commissions.
Following completion of the offering, GoldMining will hold
20,000,000 common shares of GRC, or approximately 49.0% of its
outstanding common shares (or approximately 46.0%, if the
underwriters exercise their option to purchase additional
securities in full and assuming no exercise of warrants).
Registration statements have been filed with the U.S.
Securities and Exchange Commission (the "SEC") and became effective
on March 8, 2021. This offering is
only being made by prospectus. The prospectus contains important
detailed information about the securities being offered. Copies of
the prospectus may be obtained from H.C. Wainwright & Co., LLC,
430 Park Avenue, 3rd Floor, New York,
NY 10022, or by email to placements@hcwco.com; or BMO
Capital Markets, 3 Times Square, 25th Floor, New York, NY 10036, Attn: Equity Syndicate
Department, or by email to bmoprospectus@bmo.com. Investors should
read the prospectus before making an investment decision.
GRC has also obtained a receipt for its final prospectus
filed with the securities commissions or similar securities
regulatory authorities in each of the provinces and territories of
Canada, other than Québec on the
date hereof. A copy of the Canadian final prospectus is available
on the SEDAR website at www.sedar.com under GRC's profile and a
copy of the U.S. prospectus is available on the SEC's website at
www.sec.gov.
H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC
are not registered as investment dealers in any Canadian
jurisdictions and, accordingly, will not, directly or indirectly,
solicit offers to purchase or sell Units in Canada.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities of GRC, and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of that
jurisdiction.
About GoldMining Inc.
GoldMining Inc. is a public mineral exploration company focused
on the acquisition and development of gold assets in the Americas.
Through its disciplined acquisition strategy, GoldMining now
controls a diversified portfolio of resource-stage gold and
gold-copper projects in Canada,
U.S.A., Brazil, Colombia and Peru.
About Gold Royalty Corp.
Gold Royalty Corp. is a gold-focused royalty company offering
creative financing solutions to the metals and mining industry.
Forward Looking Statements
This press release contains certain forward-looking
statements, including forward-looking information within the
meanings of applicable Canadian securities laws. Such statements
include statements with regard to the expected closing date of the
offering and the expected timing of listing of the common shares
and warrants on the NYSE American. Words such as "expects",
"anticipates" and "intends" or similar expressions are intended to
identify forward-looking statements. Forward-looking statements are
based on GoldMining's and GRC's current expectations and are
subject to inherent uncertainties, risks and assumptions that are
difficult to predict. Factors that could cause actual results to
differ include, but are not limited to, risks and uncertainties
related to the satisfaction of customary closing conditions and the
completion of the offering, market and other conditions, and the
risks inherent in the royalty and streaming companies generally.
These and other risks and uncertainties are described more fully in
the section titled "Risk Factors" in the final prospectus relating
to the offering, a copy of which is available on the SEDAR website
at www.sedar.com and on EDGAR under GRC's profile. Forward-looking
statements contained in this announcement are made as of this date,
and Fusion undertakes no duty to update such information except as
required under applicable law.
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SOURCE GoldMining Inc.