TORONTO, July 11, 2016 /CNW/ - Maverix Metals Inc.
(formerly MacMillan Minerals Inc.) (TSXV: MMX) ("Maverix" or the
"Company") and Pan American Silver Corp. ("Pan American") are
pleased to announce the closing of the previously announced plan of
arrangement (the "Arrangement") pursuant to which Maverix acquired
13 royalties, precious metals streams and payment agreements (the
"portfolio") from Pan American.
As part of the Arrangement, the Company has changed its name
from MacMillan Minerals Inc. to Maverix Metals Inc. and
consolidated its pre-Arrangement outstanding common shares on the
basis of one post consolidation common share for each two
pre-consolidation common shares. The Company anticipates that
its common shares will commence trading on the TSX Venture Exchange
("TSXV") on July 12, 2016, under the
stock symbol "MMX".
Pursuant to the Arrangement, the Company issued a total of
75,929,091 post consolidation common shares. Of this amount,
Pan American received 42,850,000 common shares and 20,000,000
common share purchase warrants (the "PAS Warrants") in exchange for
the portfolio. The PAS Warrants are exercisable for five years,
with one-half exercisable at C$0.70
(US$0.564) per share and the other
half exercisable at C$1.00
(US$0.78) per share. Following the
close of the Arrangement, Maverix has a total of 79,837,856 issued
and outstanding common shares, of which Pan American holds
approximately 54 percent on a non-diluted basis.
Mr. Michael Steinmann, President
and CEO of Pan American, said: "This transaction should surface
value for Pan American for a small group of our assets that have
gone largely unrecognized by the market. As the majority
shareholder, Pan American maintains meaningful upside exposure to
these assets, and to Maverix's ability to grow the portfolio."
Mr. Geoff Burns, Chairman of
Maverix, commented: "The portfolio of royalties, metal streams and
payment agreements we have acquired from Pan American will provide
leverage to gold and silver prices and immediate positive free cash
flow, creating an exceptional foundation for growth. I look
forward to working closely with our lean, innovative and
financially-disciplined management team, and with Pan American's
support, I am confident we will be able to expand our portfolio and
create value for Maverix's shareholders."
Of the common shares issued on closing of the Arrangement,
23,339,165 shares held by the Board of Directors and management are
subject to an escrow agreement between the Company and TMX Equity
Services Inc. The escrowed common shares will be released over
a period of 36 months, with 10 percent of the escrowed securities
being released on the issue of the final TSXV bulletin, and 15
percent of the escrowed securities will be released every six
months following the date of the bulletin.
In April 2016, Maverix raised
C$4 million through the sale of
subscription receipts, which proceeds have now been released from
escrow and are available for use by the Company. As a result,
the Company has approximately C$5
million in cash on hand and no debt.
In connection with the Arrangement and pursuant to the Company's
stock option and share compensation plan adopted at the meeting of
the shareholders on June 17, 2016,
the Company granted incentive stock options to certain directors,
officers and employees of the Company to purchase up to an
aggregate of 2,907,000 common shares in the capital of the Company.
The options are exercisable at a price of C$0.54 per common share, expire in April 2021, and vest in two equal parts over the
two years after the grant. Also, pursuant to the Company's
stock option and share compensation plan, the Company will issue an
aggregate of 264,600 common shares in the capital stock of the
Company to three directors in exchange for their services rendered
during the Arrangement, such issuance to be made effective
immediately after closing of the Arrangement.
Daniel O'Flaherty, President and
CEO of Maverix said: "We are excited to be launching this new
vehicle into the royalty and streaming sector. Our
experienced team has technical bench strength, and has
already begun evaluating potential accretive transactions. As a new
entrant to the sector, I feel we have attractive growth
potential."
Roscoe Postle Associates Inc. of Toronto ("RPA") was contracted to
review the valuation of the portfolio prepared by Maverix. In its
review of the valuation of the portfolio, RPA carried out
preliminary valuations of each of the assets in the portfolio
individually, using either after-tax discounted cash flow analysis
or comparable transaction analysis and, subject to the assumptions,
limitations and qualifications as set out in the report, which was
incorporated in its entirety in the Information Circular that was
prepared for the Special Meeting of MacMillan shareholders held
June 17, 2016. RPA estimated
that the value of the portfolio is in the range of C$52 million to C$56 million using long term gold
and silver prices of US$1,201 per
ounce and US$17.30 per ounce,
respectively.
Pan American Silver Corp.
Pan American Silver's mission is to be the world's pre-eminent
silver producer, with a reputation for excellence in discovery,
engineering, innovation and sustainable development. The
Company has seven operating mines in Mexico, Peru,
Argentina and Bolivia. Pan
American also owns several development projects in the USA, Mexico,
Peru and Argentina. Pan American is located at 1500 -
625 Howe Street, Vancouver, British
Columbia, V6C 2T6.
Maverix Metals Inc.
Maverix is a newly created company whose purpose is to acquire
and hold predominantly precious metals streams and royalties, and
in so doing provide significant leverage to gold and silver prices
for our shareholders. Our mission is to increase underlying
per share value by adding high-quality streams and royalties that
offer robust returns to our portfolio.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of Maverix's securities in
the United States. None of the
securities have been and will not be registered under the United
States Securities Act of 1933, as amended (the "1933 Act"),
or any state securities laws and may not be offered or sold within
the United States or to U.S.
persons unless registered under the 1933 Act and applicable state
securities laws, or an exemption from such registration is
available. Any public offering of securities in the United States must be made by means of a
prospectus that contains detailed information about Maverix and its
management, as well as financial statements.
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", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans"
or similar terminology.
Forward-looking statements and information include, but are not
limited to, statements with respect to the transactions
contemplated under the Arrangement, the requisite regulatory, court
and shareholder approvals in respect thereof and proposed future
transactions Maverix may undertake and their expected timing.
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
Maverix to control or predict, that may cause Maverix'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 risk that the value
of the portfolio is different from RPA's valuations, the impact of
general business and economic conditions, the absence of control
over the mining operations from which Maverix will purchase gold
and 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 possibility that future exploration,
development or mining results will not be consistent with Maverix's
expectations; accidents, equipment breakdowns, title matters, labor
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. 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. 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.
SOURCE Pan American Silver Corp.