Nations Royalty arranges $10-million private placement

Executive Summary

• Nations Royalty Corp. has entered into a bought deal private placement agreement to raise gross proceeds of C$10 million.
• The offering consists of 6.25 million units priced at $1.60 per unit, with an overallotment option for up to an additional 1.25 million units.
• Net proceeds will be used for the acquisition of royalties, income and commodity streams, annual benefit payments, and working capital.

Key Details

• Transaction Structure: Bought deal private placement via Red Cloud Securities Inc. (co-lead underwriter/sole book runner) and Canaccord Genuity Corp. (co-lead underwriter).
• Units Offered: 6.25 million units at a price of $1.60 per unit.
• Gross Proceeds: $10 million (base); up to $12 million if the overallotment option is fully exercised.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms: Each whole warrant entitles the holder to purchase one common share at an exercise price of $2.25. Warrants are exercisable for 36 months after the closing date.
• Overallotment Option: Underwriters have an option to purchase up to 1.25 million additional units at $1.60 per unit for up to $2 million in additional gross proceeds. The option is exercisable up to 48 hours prior to the closing date.
• Use of Proceeds: Acquisitions of royalties, income and commodity streams, annual benefit payments, similar interests, and working capital.
• Regulatory Basis: Offered pursuant to the listed issuer financing exemption under National Instrument 45-106 (Part 5A) for Canadian residents (except Quebec) and via private placement exemptions under the U.S. Securities Act of 1933 for U.S. persons.
• Closing Date: Scheduled for January 30, 2026, or as agreed upon by the company and Red Cloud.
• Underwriter Compensation:
  • Cash commission of 6.0% of gross proceeds.
  • Warrants issued to underwriters equal to 6.0% of the number of units sold, exercisable for 36 months post-closing at the offering price.
• Company Assets: The company holds five annual benefit payment entitlements from:
  • Brucejack gold mine (Newmont Corp.)
  • KSM copper-gold-silver-molybdenum deposit (Seabridge Gold Inc.)
  • Premier gold project (Ascot Resources Ltd.)
  • Red Mountain gold deposit (Ascot Resources)
  • Kitsault molybdenum deposit (New Moly LLC)