Vancouver, British Columbia–(Newsfile Corp. – March 13, 2023) – Beedie Investments Limited ( “Beedie”) announces that, on March 10, 2023, Nova Royalty Corp. (“Nova”) completed a draw down of $1.5 million (the “Fifth Advance”) under an existing $25.0 million convertible loan facility (the “Loan Facility”) pursuant to the terms of an amended and restated convertible loan agreement dated February 6, 2021, as amended effective as of October 1, 2022 (the “Amended and Restated Loan Agreement”) between Beedie and Nova Royalty Corp. The Fifth Advance will be convertible into common shares in the capital of Nova (“Nova Shares”) at a conversion price of $1.7852 per Nova Share, which represents a 20% premium above the 30-day volume weighted average price of the Nova Shares on the TSX Venture Exchange calculated up to and including March 9, 2023.
Furthermore, on March 10, 2023 Beedie acquired 1,034,400 Nova Shares through the facilities of the TSX Venture Exchange at a price of $1.45 per Nova Share (the “Share Acquisition”).
Immediately prior to the Fifth Advance and the Share Acquisition, Beedie, directly or indirectly, owns or controls 10,896,704 Nova Shares, which includes 1,855,443 Nova Shares that would be issuable if the prior unconverted advances under the Loan Facility are converted into Nova Shares in accordance with the terms of the Amended and Restated Loan Agreement.
Following completion of the Share Acquisition and assuming conversion in full of the Fifth Advance into Nova Shares in accordance with the terms of the Amended and Restated Loan Agreement, Beedie, directly or indirectly, would own or control a total of 12,771,345 Nova Shares, representing approximately 14.00% of the issued and outstanding Nova Shares on a partially diluted basis. Assuming conversion in full of the entire Loan Facility into Nova Shares in accordance with the terms of the Amended and Restated Loan Agreement (assuming that all subsequent advances under the Loan Facility are converted into Nova Shares at a conversion price of $1.7852 per share, representing a 20% premium above the 30-day VWAP the Nova Shares on the TSX Venture Exchange as of March 9, 2023), Beedie, directly or indirectly, would own or control a total of 21,453,846 Nova Shares, representing approximately 21.48% of the issued and outstanding Nova Shares on a partially diluted basis. The actual number of Nova Shares issued pursuant to the conversion of any subsequent advances under the Loan Facility will depend upon the 30-day VWAP of the Nova Shares on the TSX Venture Exchange applicable at the time.
All of the securities held by Beedie in Nova, including the Nova Shares and the Amended and Restated Loan Agreement, are being held for investment purposes. Beedie may in the future take such actions in respect of its Nova securityholdings as it deems appropriate in light of the market circumstances then existing, including the potential purchase of additional shares of Nova through open market purchases or privately negotiated transactions, or the sale of all or a portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers, or Beedie may continue to hold its current positions.
A copy of the early warning report relating to the Amended and Restated Loan Agreement will be available under Nova’s profile on SEDAR at www.sedar.com, and may also be obtained by contacting Beedie Investments Limited at 604-435-3321. Beedie’s head office is located at Suite 1570 – 1111 West Georgia Street, Vancouver, BC, V6E 4M3, Canada.
Neither 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 news release.
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