Filed by: Gold Royalty Corp.
(Commission File Number: 001-40099)
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Elemental Royalties Corp.
This document is important and requires your immediate attention. It should be read in conjunction with the Original Offer to Purchase and Circular (as defined below). If you are in doubt as to how to deal with it, you should consult your investment advisor, broker, bank manager, trust company manager, accountant, lawyer or other professional advisor.
Shareholders in the United States should read the “Notice to United States Shareholders and Other Shareholders Outside Canada” on page 2 of this Notice of Change.
If you have any questions, please contact Laurel Hill Advisory Group, the information agent and depositary in connection with the Offer, by telephone at 1-877-452-7184 (North American Toll-Free Number) or 1-416-304-0211 (outside North America) or by email at assistance@laurelhill.com.
Neither this document nor the Original Offer to Purchase and Circular has been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer, the securities offered pursuant to the Offer or upon the adequacy of the information contained in this document or the Original Offer to Purchase and Circular. Any representation to the contrary is unlawful. Information has been incorporated by reference in the Original Offer to Purchase and Circular from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Gold Royalty Corp., 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 2Y3, telephone number 604-396-3066 and are also available electronically on SEDAR at www.sedar.com or on the Offeror’s website at www.goldroyalty.com/elemental-offer/.
Neither the U.S. Securities and Exchange Commission nor any U.S. state or Canadian provincial or territorial securities commission has approved or disapproved of the securities to be issued under this Notice of Change or the Original Offer to Purchase and Circular or determined that this Notice of Change or the Original Offer to Purchase and Circular is truthful or complete. Any representation to the contrary is a criminal offense.
This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the Laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to Shareholders in any such jurisdiction.
January 21, 2022
GOLD ROYALTY CORP.
NOTICE OF CHANGE
of its
OFFER TO PURCHASE
all of the outstanding common shares of
ELEMENTAL ROYALTIES CORP.
on the basis of 0.27 of a common share of Gold Royalty Corp. for each common share of Elemental Royalties Corp.
This Notice of Change (the “Notice of Change”) supplements the offer of Gold Royalty Corp. (“Gold Royalty” or the “Offeror”) dated January 11, 2022 (the “Original Offer” or, “Original Offer to Purchase”), on and subject to the terms and conditions of the Original Offer, all of the outstanding common shares (the “Elemental Shares”) of Elemental Royalties Corp. (“Elemental”), together with the associated rights (the “SRP Rights”) issued under the Shareholder Rights Plan, other than any Elemental Shares held directly or indirectly by the Offeror or its affiliates, and which includes any Elemental Shares that may become issued and outstanding after the date of the Original Offer but before the Expiry Time (as defined herein) upon the exercise, exchange or conversion of any Convertible Securities (as defined herein).
The Offeror has prepared this Notice of Change to give notice that it has announced the initiation of its inaugural dividend plan and declaration of its first dividend payment of US$0.01 per common share of Gold Royalty, as more fully described in this Notice of Change.
The Original Offer, as supplemented hereby, remains open for acceptance until 5:00 p.m. (Toronto time) on April 27, 2022 unless the Offer is abridged, extended or withdrawn (the “Expiry Time”).
The Original Offer as supplemented hereby is referred to herein as the “Offer”, unless the context otherwise requires.
This Notice of Change should be read in conjunction with: (i) the Original Offer to Purchase and the accompanying take-over bid circular dated January 11, 2022 (the “Circular” and, together with the Original Offer to Purchase, the “Original Offer and Circular” or “Original Offer to Purchase and Circular”); (ii) the letter of transmittal that accompanied the Original Offer to Purchase and Circular (the “Letter of Transmittal”); and (iii) the Notice of Guaranteed Delivery that accompanied the Original Offer to Purchase and Circular (the “Notice of Guaranteed Delivery” and, collectively with the Letter of Transmittal and the Original Offer to Purchase and Circular, the “Original Offer Documents”). To the extent specifically set out in this document, the Original Offer Documents are deemed to be supplemented as of the date hereof to give effect to the additional information of the Offeror described in this document. Unless the context otherwise requires, capitalized terms used herein but not defined herein that are defined in the Original Offer to Purchase and Circular have the respective meanings given to them in the Original Offer to Purchase and Circular.
Shareholders who have not yet deposited their Elemental Shares under the Offer and who wish to accept the Offer must properly complete and execute the Letter of Transmittal that accompanied the Original Offer to Purchase and Circular (printed on YELLOW paper) and deposit it, at or prior to the Expiry Time, together with Certificate(s) representing their Elemental Shares and all other required documents, with the Depositary at its office in Toronto, Ontario specified in the Letter of Transmittal, in accordance with the instructions in the Letter of Transmittal. Alternatively, Shareholders may accept the Offer by following the procedures for: (i) book-entry transfer of Elemental Shares set out at Section 3 of the Original Offer to Purchase, “Manner of Acceptance — Acceptance by Book-Entry Transfer”, or (ii) guaranteed delivery set out in Section 3 of the Original Offer to Purchase, “Manner of Acceptance — Procedure for Guaranteed Delivery”, using the Notice of Guaranteed Delivery that accompanied the Original Offer to Purchase and Circular (printed on PINK paper), a manually executed facsimile thereof or CDS online letter of guarantee option.
All Shareholders who have already validly deposited and not properly withdrawn their Elemental Shares under the Offer do not need to do anything further to receive consideration offered by the Offeror for Elemental Shares under the Offer.
Shareholders whose Elemental Shares are registered in the name of an investment dealer, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer, in order to take the necessary steps to be able to deposit such Elemental Shares under the Offer. Intermediaries likely have established tendering cut-off times that are prior to the Expiry Time. Shareholders must instruct their brokers or other intermediaries promptly if they wish to tender.
Questions and requests for assistance may be directed to the Information Agent, whose contact details are provided above and on the back cover of this document. Additional copies of this document, the Original Offer to Purchase and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge on request from the Information Agent and Depositary and are available at the Offeror’s website at www.goldroyalty.com/elemental-offer/ or on SEDAR at www.sedar.com. Website addresses are provided for informational purposes only and no information contained on, or accessible from, such websites are incorporated by reference herein unless expressly incorporated by reference.
No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this document, and, if given or made, such information or representation must not be relied upon as having been authorized by the Offeror, the Depositary or the Information Agent.
Shareholders should be aware that during the period of the Offer, the Offeror or any of its affiliates may, directly or indirectly, bid for and make purchases of Elemental Shares as permitted by applicable Laws or regulations of Canada or its provinces or territories.
Information contained in this document is given as of January 21, 2022, unless otherwise specifically stated.
The Information Agent and Depositary for the Offer is:
Laurel Hill Advisory Group
North American Toll Free Phone: 1-877-452-7184 Outside of North America: 1-416-304-0211 E-mail: assistance@laurelhill.com |
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TABLE OF CONTENTS
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NOTICE TO UNITED STATES SHAREHOLDERS AND OTHER SHAREHOLDERS OUTSIDE CANADA
In connection with the Offer, the Offeror has filed with the United States Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F–4 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended, (together with the rules and regulations promulgated thereunder, the “U.S. Securities Act”), which contains a prospectus relating to the Offer. SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ SUCH DOCUMENTS, ALL DOCUMENTS INCORPORATED BY REFERENCE INCLUDED HEREIN AND THEREIN, INCLUDING ANY ATTACHED SCHEDULES, AND ALL OTHER APPLICABLE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO ANY SUCH DOCUMENTS, BECAUSE EACH CONTAINS OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFEROR, ELEMENTAL AND THE OFFER. Materials filed with SEC are available electronically without charge at the SEC’s website, www.sec.gov. All such materials may also be obtained without charge at the Offeror’s website, www.goldroyalty.com or by directing a written or oral request to the Information Agent and Depositary for the Offer, Laurel Hill Advisory Group, at 1-877-452-7184 toll free in North America, 1-416-304-0211 outside North America, or by e-mail at assistance@laurelhill.com, or to Chief Financial Officer of the Offeror at 1830-1030 West Georgia Street, Vancouver, British Columbia, telephone 604-396-3066.
The enforcement by Shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that each of the Offeror and Elemental is formed under the laws of a non-U.S. jurisdiction, that some or all of their respective officers and directors may reside outside of the United States, that some or all of the experts named herein may reside outside of the United States and that all or a substantial portion of the assets of the Offeror, Elemental and such other persons may be located outside the United States. Shareholders resident in the United States (“U.S. Shareholders”) may not be able to sue the Offeror, Elemental or their respective officers or directors in a non-U.S. court for violation of United States federal securities laws. It may be difficult to compel such parties to subject themselves to the jurisdiction of a court in the United States or to enforce a judgment obtained from a court of the United States.
THE OFFER CONSIDERATION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER SECURITIES REGULATORY AUTHORITY, NOR HAS THE SEC OR ANY OTHER SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE ORIGINAL OFFER TO PURCHASE AND CIRCULAR OR THIS NOTICE OF CHANGE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Offer is being made for the securities of a Canadian company that does not have securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “U.S. Exchange Act”). Accordingly, the Offer is not subject to Section 14(d) of the U.S. Exchange Act, or Regulation 14D promulgated by the SEC thereunder, except for any requirements thereunder applicable to exchange offers commenced before the effectiveness of the related registration statement. The Offer is being conducted in accordance with Section 14(e) of the U.S. Exchange Act and Regulation 14E as applicable to tender offers conducted under the Tier II “cross-border tender offer rules” adopted by the SEC. The Tier II exemption provides limited relief under Section 14(e) and Regulation 14E. The Offer is made in the United States with respect to a Canadian foreign private issuer, also in accordance with Canadian provincial and federal corporate and take-over bid rules. Shareholders resident in the United States (“U.S. Shareholders”) should be aware that such requirements are different from those of the United States applicable to prospectuses and circulars for tender offers of United States domestic issuers registered under the U.S. Securities Act.
In accordance with applicable law, rules and regulations of the United States, Canada or its provinces or territories, including Rule 14e-5 under the U.S. Exchange Act, the Offeror or its affiliates and any advisor, broker or other person acting as agent for, or on behalf of, or in concert with the Offeror or its affiliates, directly or indirectly, may bid for, make purchases of or make arrangements to purchase Elemental Shares or certain related securities outside the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices. Such bids, purchases or arrangements to purchase cannot be made in the United States but may be made during the period of the Offer and through the expiration of the Offer. Any such purchases must comply with applicable Canadian laws, rules and regulations. To the extent information about such purchases or arrangements to purchase is made public in Canada, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Shareholders of such information.
Annual financial statements incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”), and interim financial statements incorporated by reference herein have been prepared in accordance with IFRS, as applicable to the preparation of interim financial statements, including International Accounting Standard 34, Interim Financial Reporting and thus may not be comparable to financial statements of U.S. companies.
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U.S. Shareholders should be aware that the disposition of their Elemental Shares, including the associated SRP Rights, and the acquisition of Gold Royalty Shares by them as described herein may have tax consequences both in the United States and in Canada. Shareholders should be aware that owning Gold Royalty Shares may subject them to tax consequences both in the United States and in Canada. Such consequences for Shareholders who are resident in, or citizens of the United States, may not be described fully herein and such Shareholders are encouraged to consult their tax advisors. See Section 22 of the Circular, “Certain Canadian Federal Income Tax Considerations” and Section 23 of the Circular, “Certain United States Federal Income Tax Considerations”.
This document does not generally address the income tax consequences of the Offer to Shareholders in any jurisdiction outside Canada or the United States. Shareholders in a jurisdiction outside Canada or the United States should be aware that the disposition of Elemental Shares, including the associated SRP Rights, may have tax consequences which may not be described herein. Accordingly, Shareholders outside Canada and the United States should consult their own tax advisors with respect to tax considerations applicable to them.
The Offer does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such offer or solicitation is unlawful.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Notice of Change constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable Securities Laws (collectively, “forward-looking statements”). Forward-looking statements include statements that may relate to Gold Royalty’s plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as “believes”, “plans”, “expects”, “intends” and “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved.
The Original Offer and Circular, including the documents incorporated by reference in the Original Offer and Circular, and this Notice of Change contain forward-looking statements. Readers are urged to consult the information provided under the heading “Notice Regarding Forward-Looking Statements” commencing on page vi of the Original Offer and Circular for important information respecting the forward-looking statements and information provided therein. In addition, this Notice of Change contains forward-looking statements including, but not limited to, those relating to the Offer, including statements with respect to the anticipated timing, mechanics, completion and settlement of the Offer; any commitment to acquire Elemental Shares; the satisfaction of the conditions to consummate the Offer; terms of the dividend policy and expectations relating to such policy; and other statements that are not historical facts.
These forward-looking statements are based on the opinions, estimates and assumptions of Gold Royalty in light of its management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Gold Royalty currently believes are appropriate and reasonable in the circumstances, including, in addition to those named in the Original Offer to Purchase and Circular: the remaining conditions of the Offer will be satisfied on a timely basis in accordance with their terms; the anticipated benefits of the Offer will materialize; Elemental’s public disclosure is accurate and that Elemental has not failed to disclose publicly any material information respecting Elemental, its business, operations, assets, material agreements, or otherwise; there will be no material changes to government and environmental regulations adversely affecting the Offeror’s or Elemental’s operations; and the impact of the current economic climate and financial, political and industry conditions on the Offeror’s operations, including its financial condition and asset value, will remain consistent with the Offeror’s current expectations.
Despite a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct.
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Forward-looking statements are necessarily based on a number of opinions, estimates and assumptions that the Offeror considered appropriate and reasonable as of the date such statements are made and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. In particular, there are certain risks related to the consummation of the Offer including, but not limited to, the risk of failure to satisfy the remaining conditions to the Offer and the risk that the anticipated benefits of the Offer may not be realized. In addition, Shareholders are cautioned that the actual results of the Offeror following the successful completion of the Offer, may differ materially from the expectations expressed herein and in the Original Offer and Circular as a result of a number of additional risks and uncertainties. For a further discussion regarding the risks related to the Offer and the Offeror, see Section 6 of the Original Offer to Purchase and Circular, “Risk Factors Related to the Offer”.
Although Gold Royalty believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements.
Although Gold Royalty has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not presently known to Gold Royalty or that it presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking statements, which speaks only as of the date made. The forward-looking statements contained in this Notice of Change and the Original Offer to Purchase and Circular represent Gold Royalty’s management’s expectations as of the date of such statements (or as the date they are otherwise stated to be made) and are subject to change after such date. However, Gold Royalty disclaims any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Securities Laws.
All of the forward-looking statements contained in this Notice of Change are expressly qualified by the foregoing cautionary statements.
NOTICE TO HOLDERS OF CONVERTIBLE SECURITIES
The Offer is made only for Elemental Shares and the accompanying SRP Rights and is not made for any warrants, options or any other rights to acquire Elemental Shares (collectively, “Convertible Securities”). Any holder of such Convertible Securities who wishes to accept the Offer should, to the extent permitted by the terms of the Convertible Security and applicable Law, exercise, exchange or convert such Convertible Securities in order to obtain certificates representing Elemental Shares and deposit those Elemental Shares under the Offer. Any such exercise, exchange or conversion must be completed sufficiently in advance of the Expiry Time to assure the holder of such Convertible Securities will have received certificate(s) or a DRS Advice representing the Elemental Shares issuable upon such exercise, exchange or conversion in time for deposit prior to the Expiry Time, or in sufficient time to comply with the procedures described under “Procedure for Guaranteed Delivery” in Section 3 of the Original Offer to Purchase, “Manner of Acceptance”.
The tax consequences to holders of Convertible Securities of exercising or not exercising such securities are not described in the Original Offer to Purchase and Circular. Holders of such Convertible Securities should consult their own tax advisors with respect to the potential income tax consequences to them in connection with the decision to exercise or not exercise such securities.
Unless otherwise indicated, all references to “C$” or “dollars” herein and in the Original Offer to Purchase and Circular refer to Canadian dollars and all references to “US$” in this Offer to Purchase and Circular refer to United States dollars.
On January 20, 2022, the rate of exchange as reported by the Bank of Canada for one Canadian dollar expressed in U.S. dollars was US$0.8017.
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| January 21, 2022 |
| TO: | THE HOLDERS OF ELEMENTAL SHARES |
As set out in this Notice of Change, the Offeror has announced the initiation of its inaugural dividend plan and declaration of its first dividend payment of US$0.01 per Gold Royalty Share, as more fully described in this Notice of Change.
Except as otherwise set out in this Notice of Change, the information, terms and conditions set out in the Original Offer to Purchase and Circular and Letter of Transmittal and Notice of Guaranteed Delivery that accompanied the Original Offer to Purchase and Circular continue to be applicable in all respects and this Notice of Change should be read in conjunction with the Original Offer to Purchase and Circular and the Letter of Transmittal and Notice of Guaranteed Delivery that accompanied the Original Offer to Purchase and Circular.
Consequential amendments in accordance with this Notice of Change are deemed to be made, where required, to the Original Offer Documents. Except as otherwise set out in this Notice of Change, the terms and conditions set out in the Original Offer Documents continue to remain in effect, un-amended.
| 1. | Recent Developments |
On January 18, 2022, the Offeror announced that the Gold Royalty Board had approved the initiation of a quarterly dividend program and declared a quarterly cash dividend (the “Q2 2022 Dividend”) of US$0.01 per Gold Royalty Share, payable on March 31, 2022, to shareholders of record as of the close of business on March 15, 2022.
The dividend program contemplates quarterly dividends, the declaration, timing, amount and payment of which will be subject to the discretion and approval of the Gold Royalty Board based on relevant factors, including, among others, the Company’s financial condition and capital allocation plans. As such, no assurances can be made that future dividends will be declared and/or paid.
| 2. | Reasons to Accept the Offer |
Gold Royalty believes that the Offer represents significant value to the Shareholders by providing them with a substantial premium to the price at which the Elemental Shares were trading prior to the Offeror’s announcement of its intention to make the Offer. Gold Royalty believes the Offer offers a number of compelling benefits and believes Shareholders should deposit their Elemental Shares for the following reasons:
| ● | Significant Upfront Premium to Shareholders. The Offer represents a 37% premium to Shareholders based on the closing prices of each of the Offeror’s and Elemental’s shares on December 17, 2021. The Offer implies consideration of C$1.78 per share, which exceeds Elemental’s 2021 peak share price. | |
| ● | The Combination of Gold Royalty and Elemental will create a Sector-Leading Portfolio of 200 Strategic Royalties. The combined entity will have a balanced portfolio of cash flowing, development and exploration royalty assets owned by premier operating partners and located in Tier 1 mining jurisdictions. This provides Shareholders with ownership in a larger, more diversified, higher quality portfolio of royalty assets anchored by cornerstone royalties on portions of the Canadian Malartic Property (Québec, Canada), Fenelon Gold Property (Québec, Canada) and Karlawinda Gold Project (Australia). In addition, the portfolio’s peer-leading near-term growth profile will be further complemented by a deep development and exploration pipeline, including Gold Royalty’s royalty on REN (Nevada, USA), Gold Royalty’s royalty generator model and future acquisitions. | |
| ● | Enhanced Trading Liquidity. Gold Royalty averaged approximately US$3.2 million of daily trading liquidity over the six months ended December 17, 2021, as compared to approximately US$62 thousand for Elemental over the same period. A combination with Gold Royalty is expected to allow Shareholders to realize an immediate premium in a more liquid vehicle. |
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| ● | Strong Balance Sheet and Access to Capital. As at the date of the Original Offer, Gold Royalty had approximately US$37 million in cash and marketable securities and no debt. With an oversubscribed US$90 million initial public offering in March 2021, Gold Royalty has demonstrated the ability to access capital markets at an attractive cost of capital, providing the combined company with the critical mass to drive continued growth through acquisition. | |
| ● | Management Track Record in Maximizing Shareholder Value. Gold Royalty has a management team with deep mining and capital markets expertise and an established track record of success in the royalty and mining industry. The Gold Royalty management team has demonstrated its ability, through the recent acquisitions of Ely Gold, Abitibi Royalties and Golden Valley, to successfully execute transformative acquisitions in an increasingly competitive market. | |
| ● | Clear Path to Re–rate Through Increased Scale, Asset Quality and Precious Metals Focus. In combination with Elemental, Gold Royalty will be strategically positioned as a preeminent intermediate gold royalty company. In addition to the upfront premium, Shareholders may benefit from a potential valuation re-rating as a result of the combined company’s increased scale, portfolio diversification, trading liquidity, index inclusion within the GDXJ, and the potential for future growth both organically and through acquisition. |
| 3. | Manner of Acceptance |
The Offer may be accepted by Shareholders in the manner set forth in Section 3 of the Original Offer to Purchase, “Manner of Acceptance”.
| 4. | Take Up of and Payment for Deposited Shares |
The Offeror will take-up and pay for tendered Elemental Shares validly deposited under the Offer and not properly withdrawn in the manner set out in Section 6 of the Original Offer to Purchase, “Take Up of and Payment for Deposited Shares”.
| 5. | Right to Withdraw Deposited Shares |
Shareholders have the right to withdraw Elemental Shares deposited under the Offer under the circumstances and in the manner set out in Section 7 of the Original Offer to Purchase, “Right to Withdraw Deposited Shares”.
| 6. | Amendments and Variations to Offer Documents |
The Original Offer Documents shall be read together with this Notice of Change in order to give effect to the amendments to the Original Offer Documents set out herein.
| 7. | Offeree’s Statutory Rights |
Securities legislation in the provinces and territories of Canada provides Shareholders with, in addition to any other rights they may have at Law, one or more rights of rescission or price revision or damages, if there is a misrepresentation in a circular or a notice that is required to be delivered to Shareholders. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.
| 8. | Directors’ Approval |
The contents of this Notice of Change have been approved, and the sending thereof to the Shareholders has been authorized, by the Gold Royalty Board.
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CERTIFICATE OF GOLD ROYALTY CORP.
The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.
DATED: January 21, 2022
| /s/ David Garofalo | /s/ Josephine Man | ||||
| David Garofalo | Josephine Man | ||||
| Chief Executive Officer | Chief Financial Officer | ||||
| |||||
On Behalf of the Board
| |||||
| /s/ Alan Hair | /s/ Ken Robertson | ||||
| Alan Hair | Ken Robertson | ||||
| Director | Director | ||||
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Questions? Need Help Tendering?
The Information Agent and Depositary for the Offer is:
Laurel Hill Advisory Group
70 University Avenue,
Suite 1440
Toronto, ON, M5J 2M4
FOR INQUIRIES
North American Toll Free Phone:
1-877-452-7184
Outside of North America:
1-416-304-0211
E-mail: assistance@laurelhill.com
FOR DEPOSITING SHARES
By E-mail:
elemental-offer@laurelhill.com
By Facsimile:
1-416-646-2415
By Mail:
PO Box 370 STN Adelaide Toronto, Ontario M5C 2J5 Canada
By Registered Mail:
70 University Avenue, Suite 1440 Toronto, Ontario M5J 2M4 Canada
Any questions or requests for assistance or additional copies of the Offer to Purchase and Circular may be directed by the Shareholders to the Information Agent and Depositary as set out above.
To keep current with further developments and information about the Offer, visit
www.goldroyalty.com/elemental-offer/.