Nomad Royalty Company Ltd. agreed to acquire Coral Gold Resources Ltd..
The transaction will be subject to the approval of at least two-thirds of the votes cast by Coral shareholders, approval of court, regulatory approval, including approval by the TSX for the listing of the shares to be issued by Nomad and the common shares issuable upon exercise of the warrants, if any, Lock-Up Agreement dated the Effective Date; Nomad Royalty shall have received the duly completed and executed copies of the Option Exercise and Termination Agreements, Coral Gold Resources Shares in respect of which Coral Gold Resources Shareholders have either:(i) exercised Dissent Rights; or (ii) have instituted proceedings to exercise Dissent Rights, do not exceed 5% of the Company Shares then outstanding and other closing conditions customary. Certain Coral shareholders as well as Coral's Directors and officers, holding or having control or direction over an aggregate of 39.46% of the issued and outstanding Coral shares, have entered into a support and voting agreement with Nomad to vote in favor of the transaction. The transaction received the unanimous support of the Boards of Directors of Nomad and Coral. Shareholders of Coral will hold annual general and special meeting on November 12, 2020 to approve the transaction. On October 8, 2020, the B.C. Supreme Court authorized Coral shareholders to consider and approve the transaction. On November 12, 2020, Coral's common shareholders voted 98.86% in favour of the special resolution to approve the arrangement at annual general and special meeting, and also approved the arrangement by a majority of its minority shareholders. Coral will apply for a final order of the Supreme Court of British Columbia for approval of the arrangement on November 16, 2020. As of November 16, 2020, Supreme Court of British Columbia has approved the transaction. The transaction is expected to close on or about November 6, 2020. On October 15, 2020, the transaction is expected to close on or about November 19, 2020.
Cantor Fitzgerald Canada Corporation acted as financial advisor to Coral and PI Financial Corp. provided an independent fairness opinion to Coral's Board of Directors. Paul Bowes of Harper Grey LLP acted as legal advisor for Coral. Sébastien Bellefleur of Fasken Martineau DuMoulin LLP acted as legal advisor for Nomad. Computershare Investor Services Inc. is acting as registrar and transfer agent of Nomad and Coral. Laurel Hill Advisory Group, LLC acted as proxy solicitor to Coral for a fee of CAD 42,963 ($32,500). Cantor Fitzgerald Canada Corporation will receive a fee of 2% of the aggregate consideration for its services to Coral. PI Financial will receive a fee of CAD 264,392 ($200,000) for rendering the opinion to Coral.