Maverix Metals Inc. (NYSE American & TSX: MMX) (the “Company”
or “Maverix”) and Pan American Silver Corp. (NASDAQ & TSX:
PAAS) (“Pan American”) are pleased to announce that further to the
previously announced overnight marketed secondary offering of
common shares of Maverix held by Pan American (the “Common
Shares”), they have entered into an underwriting agreement with a
syndicate of underwriters co-led by Raymond James Ltd., as sole
bookrunner, and PI Financial Corp., and including National Bank
Financial Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc.,
RBC Dominion Securities Inc., Scotia Capital Inc. and Stifel GMP
(collectively, the “Underwriters”), to sell 9,000,000 Common Shares
(the “Secondary Offering”) at a price of US$4.40 per Common Share
(the “Offering Price”) for gross proceeds of US$39,600,000. Pan
American has granted the Underwriters an option (the
“Over-Allotment Option”), exercisable in whole or in part, for a
period of 30 days following the closing of the Secondary Offering,
to purchase up to an additional 1,350,000 Common Shares of Maverix
currently held by Pan American at the Offering Price. If the
Over-Allotment Option is exercised in full, the total gross
proceeds to Pan American will be US$45,540,000.
Pan American will pay the Underwriters a cash
commission equal to 4.0% of the gross proceeds of the Secondary
Offering, including proceeds received from the exercise of the
Over-Allotment Option, at the closing of the Secondary
Offering.
The Secondary Offering will be made by way of a
prospectus supplement to the Company’s existing U.S. registration
statement on Form F‑10 (the “Registration Statement”) and Canadian
short form base shelf prospectus (the “Base Shelf Prospectus”),
each dated September 13, 2019. The prospectus supplement relating
to the Secondary Offering will be filed with the securities
commissions in each of the provinces of Canada (other than Québec)
and the United States Securities and Exchange Commission. The
Secondary Offering has not been approved or disapproved by any
regulatory authority, nor has any such authority passed on the
accuracy or adequacy of the prospectus supplement.
The Secondary Offering is expected to close on
or about June 5, 2020. Pan American has agreed, subject to certain
limited exceptions, not to sell any Common Shares or other
securities of Maverix for a period of 90 days from the closing of
the Secondary Offering.
As previously announced, Pan American has
notified Maverix of its intention to exercise 8,250,000 common
share purchase warrants (the “Warrants”) on closing of the
Secondary Offering. Upon exercise of the Warrants, Maverix would
receive proceeds of approximately US$15.6 million and in
conjunction with the completion of the Secondary Offering, Pan
American would continue to own 26,833,500 common shares of Maverix,
representing an approximate 21.0% ownership interest in Maverix,
before exercise of the Over-Allotment Option. If the Over-Allotment
Option is exercised in full, Pan American would own 25,483,500
common shares of Maverix, representing an approximate 19.9%
ownership interest in Maverix.
The U.S. prospectus supplement (together with a
related Registration Statement) is available on the SEC's website
at www.sec.gov and the Canadian prospectus supplement (together
with the related Base Shelf Prospectus) is available on the SEDAR
website maintained by the Canadian Securities Administrators at
www.sedar.com. Alternatively, copies of the prospectus supplement
relating to the Secondary Offering may be obtained, when available,
from: Raymond James Ltd., by email at
ecm-syndication@raymondjames.ca, and PI Financial Corp., by email
at syndication@pifinancial.com.
About Maverix
Maverix is a gold-focused royalty and streaming
company with a globally diversified portfolio of over 100 assets.
Maverix’s mission is to increase per share value by continuing to
add new precious metals royalties and streams. Its shares trade on
both the NYSE American and the Toronto Stock Exchange under the
symbol “MMX”.
About Pan American
Pan American owns and operates silver and gold
mines located in Mexico, Peru, Canada, Argentina and Bolivia. We
also own the Escobal mine in Guatemala that is currently not
operating. As the world's second largest primary silver producer
with the largest silver reserve base globally, we provide enhanced
exposure to silver in addition to a diversified portfolio of gold
producing assets. Pan American has a 25-year history of operating
in Latin America, earning an industry-leading reputation for
corporate social responsibility, operational excellence and prudent
financial management. We are headquartered in Vancouver, B.C. and
our shares trade on NASDAQ and the Toronto Stock Exchange under the
symbol "PAAS".
For further information, please
contact:
Maverix Metals Inc. Daniel
O’FlahertyCEO & Director, orRyan McIntyrePresidentPhone: (604)
343-6225 Email: info@maverixmetals.com
Pan American Silver Corp.Siren
FisekciVP, Investor Relations & Corporate CommunicationsPhone:
(604) 806-3191Email: ir@panamericansilver.com
Cautionary note regarding
forward-looking statements
This release contains certain “forward looking
statements” and certain “forward-looking information” as defined
under applicable Canadian and U.S. 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. The forward-looking
information contained herein is provided for the purpose of
assisting readers in understanding management’s current
expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other
purposes. Forward-looking statements and information include, but
are not limited to, statements with respect to the Secondary
Offering; and Pan American Silver Corp.’s notification of its
intention to exercise the Warrants. 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 information is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual actions, events or results to be materially different from
those expressed or implied by such forward-looking information,
including but not limited to: the impact of general business and
economic conditions; the absence of control over mining operations
from which Maverix will purchase gold and other metals or from
which it will receive royalty payments and risks related to those
mining operations, including risks related to international
operations, government and environmental regulation, delays in mine
construction and operations, actual results of mining and current
exploration activities, conclusions of economic evaluations and
changes in project parameters as plans continue to be refined; the
potential impact of epidemics, pandemics or other public health
crises, including the current outbreak of the novel coronavirus
known as COVID-19, on Maverix’s business, operations and financial
condition and the mining operations from which Maverix will
purchase gold and other metals or from which it will receive
royalty payments, accidents, equipment breakdowns, title matters,
labor disputes or other unanticipated difficulties or interruptions
in operations; problems inherent to the marketability of gold and
other metals; the inherent uncertainty of production and cost
estimates and the potential for unexpected costs and expenses;
industry conditions, including fluctuations in the price of the
primary commodities mined at such operations, fluctuations in
foreign exchange rates and fluctuations in interest rates;
government entities interpreting existing tax legislation or
enacting new tax legislation in a way which adversely affects
Maverix; stock market volatility; regulatory restrictions;
liability, competition, loss of key employees, as well as those
risk factors discussed in the section entitled “Risk Factors” in
Maverix’s annual information form and Form 40-F, each dated March
23, 2020 available at www.sedar.com and www.sec.gov, respectively.
Maverix has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers are advised
not to place undue reliance on forward-looking statements or
information. Maverix 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.
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