The afternoon was a short session that began with an interesting lecture from Rupika Delgoda Uiv. In conclusion, each and every talk presented had an underlying theme of technology and how it was used to uncover an answer from their respective research into natural product drug discovery. It is clear to us all that technology is crucial for getting to the endpoint in every scientific endeavor.
Working with a natural product compound has always been a challenge. From extraction, purification, isolation, structure characterization and chemical synthesis, natural product research has faced many pitfalls and hurdles that can be overcome by an intelligent use of analytical technology. This conference will focus on key areas of natural product research.
Professor, University of British Columbia. Distinguished Professor, Scripps Institution of Oceangraphy. Professor, University of California, Los Angeles. Professor, University of North Carolina Greensboro. Hans W. Principal Scientist, Waters Corporation.
Associate Professor, University of Illinois Chicago. Assistant Professor, Oregon State University. Director, University of the West Indies. All registration fees include 3 nights accommodation and meals during the conference period.
Exact inclusions are detailed below. Accompanying child fees and extra night child fees are applicable for children aged years of age. Children aged 13 years and older are classified as an adult at this venue Fiesta Americana Condesa. The Fiesta Americana Condesa, Cancun offers a 24hour all inclusive service. Refreshed daily.
Additional nights per person are inclusive of the following; - Accommodation for 1 Night - Lunch on day of arrival - Dinner on day of arrival - Breakfast on day of departure - International bar available by the glass in restaurants and bars from lunch on day of arrival until breakfast on day of departure.
This stylish hotel features contemporary Mexican architecture, including one of the largest and most impressive thatched-roof "palapas" in the entire country. There are cultural activities, arts and crafts and sports programs to keep you constantly entertained, plus time to relax and enjoy the Mayan culture, soak up the Caribbean sunshine and revel in the international ambiance that settles in after the sun goes down.
Throughout your stay delegates will enjoy a full meal plan, inclusive of beverages. Take your pick from the aromatic Asian delights at Kaumbu, traditional fare at El Mexicano, delicious international cuisine at Kalmia Buffet or perhaps sample the sumptuous Italian dishes at Rosato.
The Gala Night with either a Mayan or Caribbean theme takes place on the third evening of the conference with a mouth-watering feast of local cuisine, an open bar and amazing local entertainment. We welcome all delegates and their accompanying persons to the Gala Night — a truly fun filled night not to be missed! The remains of ancient Mayan cities are scattered throughout the Yucatan Peninsula and no trip to Cancun would be complete without a visit to these majestic temples and pyramids set amongst lush tropical vegetation.
We will be working very closely with a reputable tour company who will be organising trips to Tulum, Chichen Itza, Coba and Xcaret to name a few, some of which may require a full day. For further information please contact us. Cancun is a delightful combination of natural beauty, islands, ecological reserves and white sandy beaches. However, besides sun, sand and sea, this destination also offers an infinite variety of underwater activities to choose from: the diving, snorkelling and fishing here are outstanding and you will find an undersea world packed with tropical fish that live on the second largest barrier reef in the world.
Sports enthusiasts might choose one of the many eco-tourism activities, such as cycling or hiking through the tropical forest or kayaking through mangroves, or something a little more adventuresome, like zip lining through the treetops. Cancun International airport is just a short 20 minute journey from the Fiesta Americana Condesa and is easily accessible from almost every country in the world with many major international airlines providing direct or interconnecting flights on a daily basis.
The Mayan Sky team will be on hand to provide a seamless transfer service to and from Cancun International Airport. Mayan Sky will manage and confirm all transportation bookings. To arrange transportation please contact Mayan Sky directly via email, phone or the online booking facility see links below. Mayan Sky have arranged a conference shuttle service which will run at scheduled times surrounding our conferences.
The conference shuttle schedule can be found below. Feb: 20th, 21st, 23rd, 24th, 26th, 27th Mar: 1st, 2nd, 4th, 5th, 7th, 8th, 10th, 11th, 13th, 14th, 16th, 17th, 19th, 20th. Please allow at least 45minutes from your flight landing time to the shuttle departure time. The private transfer service vehicles can accommodate a maximum of 10 persons, plus luggage. Private Transportation prices to and from Cancun International Airport and to and from the Fiesta Americana Condesa hotel are as follows:.
Mayan Sky are a reputable and reliable company offering a variety of fascinating trips and excursions. If you wish to make a booking prior to your arrival, please contact David Garcia at Mayan Sky. If you wish to make a booking onsite at the hotel, please approach the Mayan Sky hospitality desk which will be located alongside the Fusion registration desk. Our half day tours can be booked during the conference period between the available free times scheduled in the programme.
The half day tours are available to both individual and group bookings. The following activities are available at Aquaworld which is based in the Marina directly opposite the Fiesta Americana Condesa hotel and on the beach, therefore no transportation is necessary. This is a roller coaster of manoeuvres orchestrated by a highly skilled captain and drivers on board and provides an amazing combination of nature, emotion, fun and adrenaline in one adventure. Duration: 30 minutes Sky Rider.
Live this exciting experience flying in couples above the Caribbean Sea and experience an amazing aerial view. Duration: minutes includes 10 minute flying time at an altitude of mtrs Jungle Tour. The Jungle Tour is considered one of the most popular tours in Cancun. You will enjoy speeding through the dense mangrove channels of the Nichupte Lagoon before snorkelling in the second largest reef barrier in the World.
Duration: hrs Wave Runner. Duration: 30 minutes or 1 hr. Duration: 2 hrs. Fly Board The Flyboard is the latest craze in water sports sweeping the world, and now you can try it for yourself. Using water jet propulsion from specially designed boot pads, the personal water craft forces water out under extreme pressure sending you soaring into the air to heights of about metres.
Our full day tours are offered pre and post conference dates. If you require any additional nights at the Fiesta Americana Condesa due to a full day excursion, please ensure you book these in advance to avoid disappointment through Fusion. The full days tours are available to both individual and group bookings. Then take a ride on a military vehicle through the jungle to get to the natural cenote.
With crystal and pristine waters you will be able to swim choosing between a water zip line or the diving platform. Live this unique and exciting adventure and feel the emotion and adrenaline running through your body. Located in the Riviera Maya 3 miles southwest of Playa del Carmen, Rio Secreto is a system of caves carved out over the course of several centuries by an underground river. Your admission to Xcaret Park allows you to enjoy a natural paradise in Cancun and Riviera Maya, with access to over 40 attractions and activities.
We invite you to enjoy a whole day of fun and to assist to cultural events such as the Ritual Ceremony of the Voladores de Papantla, the Mayan Ball Game and the show Xcaret Mexico Espectacular. Dare to live Mexico in Xcaret! Enjoy a spectacular day on the crystal clear waters. Sailing from Cancun to Isla Mujeres on board a sailboat.
Explore the breath-taking sites of Isla Mujeres one of the wonderful reef in the Caribbean. Join us for a full day of adventure in the most beautiful sea around the world. We have arranged two exciting group activities for the Natural Products participants. Please find the details, timings and prices for the activities below. One of the activities are scheduled during conference free time and one is organised for the day after the meeting. This is a great opportunity to socialise with fellow colleagues outside of the conference whilst taking in the beautiful natural sights of Cancun.
Departing from Aquaworld marina we take you on a motor boat to El Meco marine park. Please note that sign-ups and payment for the trip will need to be made during conference registration at the Mayan Sky Hospitality desk. We will be booking the trip immediately after conference registration.
Mayan Sky will accept both cash and card payments. This is a non-refundable fee should you later change your mind and decide not to participate in the trip. Discover the essence of the Mayan culture by visiting one of the 7 New Wonders of the World. The visit of Chichen Itza includes a guided tour of 3 hours with time to take pictures. At the end of the tour we go to the restaurant for buffet lunch, followed by the visit of a cenote where people have the possibility to go for a swim.
In addition, when returning to Cancun, we can enjoy a panoramic visit to Valladolid, an ancient Colonial City. This is a non-refundable fee should you later change your mind and decide not to participate in the tour. We have a number of oral opportunities available at this meeting. We believe that our competitive strengths include, among other things:.
The following charts illustrate the composition of our existing portfolio by region and by metal type. Our Evaluation Process. Upon completion of the offering, we plan to aggressively pursue additional accretive royalty and stream transactions, targeting near-term production and complementary development and exploration projects worldwide. We believe we offer potential counterparties added value, by virtue of, among other things, our:.
In evaluating potential transactions, we intend to utilize a disciplined approach to manage our fiscal profile. We expect to maintain low overhead costs by operating with a small but highly experienced team and calling upon third-party resources to supplement our skill set if required, thereby maintaining a high degree of flexibility in our cost structure.
We believe this strategy will help to ensure that our business model is scalable and should allow us to seek new growth opportunities in a cost effective and value enhancing manner. We also seek to partner with operators who are committed to leading responsible mining, environmental, social and governance practices, including through their participation in transparent reporting initiatives.
We believe our core team has the experience and capability to provide creative solutions to prospective partners thereby enhancing our ability to acquire attractive growth assets, whether in a competitive auction process or as a result of bilateral discussions. We believe that the extensive contacts within the mining industry of our collective management team, advisory board and board of directors give us enhanced access to a meaningful number of potential investment opportunities.
These opportunities include identifying and acquiring existing royalties or streams from operating companies who deem these assets to be non-core to their operating philosophy or where there is potential for the operating company to highlight value for hidden assets. Furthermore, we engage with operating companies that are seeking to raise capital by selling a royalty or stream on one or more underlying asset. Our focus is on seeking accretive precious metals assets that we believe will enhance our overall portfolio and increase our net asset value per share.
Once a potential opportunity is identified, we seek to employ a disciplined approach to evaluating it and assessing whether such opportunity aligns with our strategic growth plans. As part of our evaluation process, we have, and intend to continue to, prioritize ensuring that appropriate due diligence is completed. We also rely on our own internal data and the extensive knowledge base and experience of our management team, advisory board and board of directors. Where we believe it is appropriate, we may engage the services of third-party experts to assist in our due diligence and evaluations process.
Acquisition opportunities are initially screened through a process involving an assessment of the technical merits and risks of the underlying asset, and a financial analysis that includes potential acquisition terms. If the initial screening indicates that further evaluation is warranted, then a more fulsome due diligence review is conducted. Such process may include, among other things, site visits and legal and technical due diligence.
If a decision is made by management to proceed with a proposed acquisition, the transaction is then presented to our board of directors for final review and approval. Certain of the factors that our board of directors and management may evaluate in assessing proposed opportunities include the following:. Recent Developments. The following are key developments in our business since our incorporation on June 23, Summary Risk Factors.
Investing in our securities is speculative and involves substantial risk. You should carefully consider all of the information in this prospectus prior to investing in our securities. These risks could materially and adversely impact our business, results of operations, financial condition and future prospects, which could cause the trading price of our securities to decline and could result in a loss of your investment.
Among these important risks are the following:. An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States.
These exceptions include:. The JOBS Act also permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.
We have elected not to avail ourselves of the exemption that allows emerging growth companies to extend the transition period for complying with new or revised financial accounting standards. This election is irrevocable. We will remain an emerging growth company until the earliest of:. We have availed ourselves in this prospectus of the reduced reporting requirements described above with respect to selected financial data. As a result, the information that we are providing to you may be less comprehensive than what you might receive from other public companies.
When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. Upon consummation of this offering, we will report under the Exchange Act as a non-U. Even after we no longer qualify as an emerging growth company, as long as we qualify as an FPI under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.
Organizational Structure. The following chart sets forth our current corporate organization as of the date hereof and prior to completion of this offering. Company Information. The Offering. This prospectus also relates to the offering of common shares issuable upon the exercise of the warrants included in the units.
We have never paid or declared any dividends on our common shares or any of our other securities. We currently intend to retain any future earnings to finance the growth and development of our business, and we do not anticipate that we will declare or pay any cash dividends in the foreseeable future. The number of common shares to be outstanding after this offering is based on 22,, common shares outstanding as of February 26, and excludes:.
Unless otherwise indicated, all information in this prospectus reflects and assumes:. Summary Historical Financial Data. The following tables set forth a summary of our historical financial data at, and for the period ended on, the date indicated. We have derived the statement of loss and other comprehensive loss data for the period from June 23, , being the date of our incorporation, to September 30, and the statement of financial position data as at September 30, from our audited financial statements included in this prospectus.
The statement of loss and other comprehensive loss data for the three months ended December 31, and the statement of financial position data as at December 31, are derived from our condensed interim consolidated financial statements for the three months ended December 31, included in this prospectus. Our financial statements for the period from incorporation to September 30, have been prepared in accordance with IFRS and our interim financial statements for the three months ended December 31, have been prepared in accordance with IFRS as applicable to the preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting.
Our financial statements are presented in U. We maintain our books and records in and have a functional currency of Canadian dollars. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period. Period from. September 30, Three months ended.
Statement of Financial Position Data. As at. December 31, You should consider carefully the following risk factors, as well as the other information in this prospectus, including our financial statements and notes thereto, before you decide to purchase our securities. If any of the following risks actually occur, our business, financial conditions, results of operations and prospects could be materially adversely affected, the value of our securities could decline, and you may lose all or part of your investment.
This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. Risks Relating to our Business.
We own passive interests in mining properties, and it is difficult or impossible for us to ensure properties are developed or operated in our best interest. We are not and will not be directly involved in the exploration, development and production of minerals from, or the continued operation of, the mineral projects underlying the royalties, streams and similar interests that are or may be held by us.
A substantial number of our royalty interests are owned and operated by subsidiaries of GoldMining. The exploration, development and operation of such properties is determined and carried out by third party owners and operators thereof and any revenue that may be derived from our asset portfolio will be based on any production by such owners and operators.
Third party owners and operators will generally have the power to determine the manner in which the properties are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue or reduce, or suspend or discontinue production from a property. The interests of third party owners and operators and our interests may not always be aligned. As an example, it will usually be in our interest to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third party owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development and operations.
Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by us. Our inability to control or influence the exploration, development or operations for the properties in which we hold or may hold royalties, streams and similar interests may have a material adverse effect on our business, results of operations and financial condition.
We may not be entitled to any compensation if the properties in which we hold or may hold royalties, streams and similar interests discontinue exploration, development or operations on a temporary or permanent basis. The owners or operators of the projects in which we hold interests may, from time to time, announce transactions, including the sale or transfer of the projects or of the operator itself, over which we have little or no control.
If such transactions are completed, it may result in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may have a material adverse effect on our business, results of operations and financial condition. The effect of any such transaction on us may be difficult or impossible to predict. None of our royalty and other interests are on producing properties and these and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production.
None of the properties underlying our royalty and other interests are in production nor do they have established Mineral Reserves. These and any future royalty, streaming or similar interests we acquire may not achieve production or produce any revenues.
While the discovery of gold deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site.
It is impossible to ensure that exploration or development programs planned by the owners or operators of the properties underlying royalties, streams and similar interests that are or may be held by us will result in profitable commercial mining operations. Whether a mineral deposit will be commercially viable depends on a number of factors, including cash costs associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use and environmental protection; and political stability.
The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in one or more of the properties underlying our current or future interests not receiving an adequate return on invested capital. Accordingly, there can be no assurance the properties underlying our current or future interests will be brought into a state of commercial production.
The failure of any of the properties underlying our interests to achieve production on schedule or at all would have a material adverse effect on our asset carrying values or the other benefits we expect to realize from our royalties and other interests or the acquisition of royalty interests, and potentially our business, results of operations, cash flows and financial condition. A substantial majority of our existing royalties and other interests are on properties owned and operated by subsidiaries of GoldMining.
A substantial majority of our existing royalties are on projects owned and operated by subsidiaries of our parent company, GoldMining. Accordingly, the advancement and development of the projects underlying our royalties and other interests are largely dependent on the exploration and development strategy of GoldMining and its ability to advance such projects.
In the event that GoldMining determines not to, or otherwise fails to, progress any such projects, our ability to achieve future revenues and the value of our existing assets, will be materially adversely affected. In addition, due to counterparty concentration of our existing portfolio, the development and viability of the underlying projects are dependent on the financial condition of GoldMining and its ability to obtain necessary financing to maintain in good standing and develop such projects.
Any material adverse change in the business, operations and financial condition of GoldMining may adversely affect our business, results of operations and financial condition and the maintenance and advancement of the projects underlying our interests. GoldMining is not obligated to enter into any additional royalty agreements with us following this offering. In addition, GoldMining is not limited in its ability to compete against us.
We entered into the Royalty Purchase Agreement with our parent company, under which we acquired the substantial majority of our existing royalties, and we may in the future enter into additional transactions with related parties and such transactions present possible conflicts of interest. The Royalty Purchase Agreement and the acquisition of a substantial majority of our existing royalty and other interests were entered into with our parent company.
There can be no assurance that we may have been able to achieve more favorable terms, including as to value and other key terms, if such transaction had not been with a related party. Any discrepancy between market perception of value of our royalties and other interests and the consideration under the Royalty Purchase Agreement may have a material adverse effect on the market value of our securities.
We may in the future enter into additional transactions with entities in which our board of directors and other related parties hold ownership interests. We expect that material transactions with related parties after this offering, if any, will be reviewed and approved by our nominating and corporate governance committee or our audit committee, each of which will be comprised solely of independent directors upon the completion of this offering.
Nevertheless, there can be no assurance that any such transactions will result in terms that are more favorable to us than if such transactions are not entered into with related parties. Furthermore, we may achieve more favorable terms if such transactions had not been entered into with related parties and, in such case, these transactions, individually or in the aggregate, may have an adverse effect on our business, financial position and results of operations.
We have limited or no access to data or the operations underlying our existing or future royalty and other interests. We are not, and will not be, the owner or operator of any of the properties underlying our existing or future royalties, streams and similar interests and have no input in the exploration, development or operation of such properties.
Consequently, we have limited or no access to related exploration, development or operational data or to the properties themselves. This could affect our ability to assess the value of such interest. This could also result in delays in cash flow from that anticipated by us, based on the stage of development of the properties underlying our existing or future royalties and similar interests. Our entitlement to payments in relation to such interests may be calculated by the royalty payors in a manner different from our projections and we may not have rights of audit with respect to such interests.
In addition, some royalties, streams or similar interests may be subject to confidentiality arrangements that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose related non-public information.
The limited access to data and disclosure regarding the exploration, development and production of minerals from, or the continued operation of, the properties in which we have an interest may restrict our ability to assess value, which may have a material adverse effect on our business, results of operations and financial condition. We attempt to mitigate this risk by building relationships with various owners, operators and counterparties, in order to encourage information sharing.
We are subject to many of the risks faced by the owners and operators of our existing or future royalty and other interests. To the extent that they relate to the exploration, development and production of minerals from, or the continued operation of, the properties in which we hold or may hold royalties, streams or similar interests, we will be subject to the risk factors applicable to the owners and operators of such mines or projects.
Mineral exploration, development and production generally involves a high degree of risk. Such operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of metals, including weather related events, unusual and unexpected geology formations, seismic activity, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling, blasting and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in exploration, development and production, increased production costs and possible legal liability.
Any of these hazards and risks and other acts of God could shut down such activities temporarily or permanently. Mineral exploration, development and production is subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability for the owners or operators thereof. The exploration for, and development, mining and processing of, mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate.
We may enter into acquisitions or other material transactions at any time. In the ordinary course of business, we engage in a continual review of opportunities to acquire royalties, streams or similar interests, to establish new royalties, streams or similar interests on operating mines, to create new royalties, streams or similar interests through financing mine development or exploration, or to acquire companies that hold royalty interests.
We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial, legal and other confidential information, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.
We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any acquisition, our leverage may be increased. We also could issue common shares to fund acquisitions.
Issuances of common shares could dilute existing shareholders and may reduce some or all of our per share financial measures. Any such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with counterparties. In addition, any such acquisition or other transaction may have other transaction-specific risks associated with it, including risks related to the completion of the transaction, the project, its operators, or the jurisdictions in which the project is located, and other risks discussed in this prospectus.
There can be no assurance that any acquisitions completed will ultimately benefit us. The volatility in gold and other commodity prices may have an adverse impact on the value of our royalty interests. The value of our royalty interests and the potential future development of the projects underlying our interests are directly related to the market price of gold and other commodity prices.
Market prices may fluctuate widely and are affected by numerous factors beyond our control or that of any mining company, including metal supply, industrial and jewelry fabrication, investment demand, central banking economic policy, expectations with respect to the rate of inflation, the relative strength of the dollar and other currencies, interest rates, gold purchases, sales and loans by central banks, forward sales by metal producers, global or regional political, trade, economic or banking conditions, and a number of other factors.
Volatility in gold prices is demonstrated by its annual high and low prices over the past decade as reported by the London Bullion Market Association:. Declines in market prices could cause an operator to cease or slowdown exploration and development activities, reduce, suspend or terminate production from an operating project or construction work at a development project which would negatively impact our ability to obtain revenues from our interests in the future.
A price decline may result in a material and adverse effect on our business, results of operations and financial condition. Our future growth is to a large extent dependent on our acquisition strategy. As part of our business strategy, we will seek to purchase or otherwise acquire gold and other precious metal royalties, streams or similar interests from third party natural resource companies and others.
In pursuit of such opportunities, we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions. There can be no assurance that we will be able to identify and complete any acquisition, transaction or business arrangement that we pursue on favorable terms or at all, or that any acquisition, transaction or business arrangement completed will ultimately benefit us.
Problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interests could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency of operators.
Defects in or disputes relating to the royalty interests we hold or acquire may prevent us from realizing the anticipated benefits from these interests and could have a material adverse effect on our business, results of operations, cash flows and financial condition. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the royalty interests we acquire, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise.
Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mining property and to the agreement reflecting the royalty interest. Similarly, in many jurisdictions, royalty interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from change of control, bankruptcy or insolvency of operators, and our royalty interests could be materially restricted or set aside through judicial or administrative proceedings.
Operators may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. Royalty interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located.
Operators and other parties to the agreements governing our existing or future royalty or other interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights, and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such dispute or in the event our position is not upheld, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Disputes could arise challenging, among other things, methods for calculating the royalty interest, various rights of the operator or third parties in or to the royalty interest or the underlying property, the obligations of a current or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest.
The current COVID pandemic has adversely affected, and may continue to adversely affect, operations at some properties in which we have royalty interests, which could have a material adverse effect on our results of operations and financial condition. Public health and government authorities have recommended and mandated precautions to mitigate the spread of COVID, including in some cases quarantines, shelter-in-place orders, and restrictions on mining-related activities.
GoldMining, the ultimate parent company of the owners and operators of our royalty interests, has disclosed that its conduct of exploration and development programs may be impacted or delayed due to limitations on employee mobility, travel restrictions and shelter-in-place orders, which may restrict or prevent its ability to access the properties underlying our interests.
Any such limitations, restrictions and orders may have a material adverse effect upon ongoing exploration programs at such mineral properties and, ultimately, on our financial condition and results of operations. The current COVID pandemic has significantly impacted the global economy and markets over the past several months and may continue to do so, which could adversely affect our business or the trading price of our securities.
The global economy, metal prices, and financial markets have experienced significant volatility and uncertainty due to COVID This price volatility could cause operators or developers to defer or forgo projects, which could adversely impact our financial condition or our ability to generate future revenue. Moreover, in the ordinary course of business, we review opportunities to acquire new royalty interests and currently have acquisition opportunities at various stages of review. Reduced economic and travel activities or illness among our management team as a result of COVID could limit or delay acquisition opportunities or other business activities.
In addition, economic volatility, disruptions in the financial markets, or severe price declines for gold or other metals could adversely affect our ability to obtain future debt or equity financing for acquisitions on acceptable terms. Government efforts to counter the economic effects of COVID through liquidity and stimulus programs may be insufficient or ineffective in preventing or reducing the effects of a recession.
It is difficult to determine the extent of the economic and market impacts from COVID and the many ways in which they may negatively affect our business and the trading price of our securities. Potential litigation affecting the properties that we have royalty interests in could have a material adverse effect on us. Potential litigation may arise between the operators of properties on which we have royalty interests or on which we acquire royalties, streams or similar interests in the future and third parties.
As a holder of such interests, we generally do not have any influence on litigation such as this and generally will not have access to non-public information concerning such litigation. Any such litigation that results in the reduction, suspension or termination of a project or production from a property, whether temporary or permanent, could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Development and operation of mines is very capital intensive and any inability of the operators of properties underlying our existing or future royalty or other interests to meet liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of and revenue from our such interests. If operators of properties where we hold interests do not have the financial strength or sufficient credit or other financing capability to cover the costs of developing or operating a mine, they may curtail, delay or cease development or operations at a mine site, or enter into bankruptcy proceedings.
If certain of the operators of the properties on which we have royalty interests suffer these material adverse effects, then our existing or future royalty or other interests, including the value of and revenue from them, and the ability of operators to obtain debt or equity financing for the exploration, development and operation of their properties may be materially adversely affected. In addition, our ability to generate future cash flows and our financial condition will be dependent to a large extent on the financial viability and operational effectiveness of owners and operators of the properties underlying the royalties, streams and similar interests that are or may be held by us.
Payments from production generally flow through the operator and there is a risk of delay and additional expense in receiving such revenues. Payments may be delayed by restrictions imposed by lenders, delays in the sale or delivery of products, recovery by the operators of expenses, the establishment by the operators of Mineral Reserves for such expenses or the bankruptcy, insolvency or other adverse financial condition of the operator.
Our rights to payment under royalties and similar interests must, in most cases, be enforced by contract without the protection of a security interest over property that we could readily liquidate. This inhibits our ability to collect outstanding royalties in the event of a default. In the event of a bankruptcy, insolvency or other arrangement of an operator or owner, in many instances, we will be treated like any other unsecured creditor, and therefore have a limited prospect for full recovery of royalty or similar revenue.
Estimates of Mineral Resources on the projects in which we have royalty interests are subject to significant revision. There are numerous uncertainties inherent in estimating Mineral Resources, including many factors beyond our control and the control of the operators of properties in which we have royalty and other interests. Such interests are prepared by the operator of the underlying property. We do not participate in the preparation or verification of such reports and have not independently assessed or verified the accuracy of such information.
In addition, the Mineral Resources referred to in this prospectus have been determined by the project operator based on assumed future prices, cut-off grades and operating costs. However, until mineral deposits are actually mined and processed, any Mineral Resources must be considered as estimates only. Any such estimates are expressions of judgment based on knowledge, analysis of drilling results and industry practices. Estimates can be imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.
There can be no assurance that metals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale. The grade of the reported Mineral Resources is uncertain in nature and it is uncertain whether further technical studies will result in an upgrade to them. Any material change in the quantity of mineralization, grade or mill feed to waste ratio or extended declines in market prices for the underlying metals may render some or all of our mineralization uneconomic and result in reduced reported Mineral Resources.
Any material reductions in estimates of Mineral Resources reported by the operators of our interest, or of their potential ability to extract such Mineral Resources in the future, could have a material adverse effect on our financial condition. If title to mining claims, concessions, licenses, leases or other forms of tenure is not properly maintained by the operators, or is successfully challenged by third parties, our existing royalty interests could be found to be invalid.
Our business is subject to the risk that operators of mining projects and holders of exploration or mining claims, tenements, concessions, licenses or other interests in land and minerals may lose their exploration or mining rights, allow them to expire, or have their rights to explore and mine properties contested by private parties or the government.
Internationally, exploration and mining tenures are subject to loss for many reasons, including expiration, failure of the holder to meet specific legal qualifications, failure to establish a deposit capable of economic extraction, failure to pay maintenance fees or meet expenditure or work requirements, reduction in geographic extent upon passage of time or upon conversion from an exploration tenure to a mining tenure, failure of title, expropriation and similar risks.
If title to exploration or mining tenures subject to our royalty interests has not been properly established or is not properly maintained, or is successfully contested, our royalty interests could be adversely affected. Operations in foreign countries or other sovereign jurisdictions are subject to many risks, which could decrease our revenues.
Our royalty and other interests on properties outside of the United States are located in Canada, Colombia, Brazil and Peru. In addition, future acquisitions may expose us to new jurisdictions. Our activities and those of the operators of properties on which we hold royalty interests are subject to the risks normally associated with conducting business in foreign countries or within the jurisdiction of indigenous peoples that may be recognized as sovereign entities in the United States and elsewhere.
These risks may impact the operators of our interests, depending on the jurisdiction, and include such things as:. These risks may limit or disrupt the exploration and development of mines or projects on which we hold royalty and other interests, restrict the movement of funds, or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation, and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Opposition from indigenous people may delay or suspend development or operations at the properties where we hold royalty interests, which could decrease our revenues. Various international and national, state and provincial laws, rules, regulations and other practices relate to the rights of indigenous peoples. Some of the properties where we hold royalty and other interests are located in areas presently or previously inhabited or used by indigenous peoples. Many of these laws impose obligations on governments to respect the rights of indigenous people.
Some mandate that governments consult with indigenous people regarding government actions which may affect them, including actions to approve or grant mining rights or permits. One or more groups of indigenous people may oppose continued operation, further development, or new development of the properties where we hold royalty interests.
Such opposition may be directed through legal or administrative proceedings or protests, roadblocks or other forms of public expression, and claims and protests of indigenous peoples may disrupt or delay activities of the operators of the properties. British Columbia held that aboriginal title is a beneficial interest in the land, the underlying control of which is retained by the Crown.
The rights conferred by the aboriginal title include the right to determine how the land will be used, to enjoy, occupy and possess and to proactively use and manage the land including the natural resources. Our royalty interest in the Yellowknife Project and potential future royalty interests in Canada and other jurisdictions may now or in the future be the subject of indigenous land claims.
The legal nature of such claims is a matter of considerable complexity. The impact of any such claim on our royalty interests cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of indigenous rights by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the activities of the operator of the Yellowknife Project or other existing or future interests. The mining industry is subject to environmental risks in the jurisdictions where projects underlying our interests are located, including risk associated with climate change.
Exploration, development and mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations intended to ensure the protection of the environment are constantly changing and evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs.
Furthermore, mining may be subject to significant environmental and other permitting requirements regarding the use of raw materials needed for operations, particularly water and power. Concerns regarding climate change have resulted in international, national and local treaties, legislation and initiatives that affect mineral exploration and production, including those intended to reduce industrial emissions and increase energy efficiency.
Further, breach of a Law may result in the imposition of fines and penalties or other adverse impacts on operators and their properties, which may be material. If an operator is forced to incur significant costs to comply with Laws or becomes subject to related restrictions that limit its ability to develop our projects, or expand operations, or if an operator were to lose its right to use or access power, water or other raw materials necessary to operate a mine, or if the costs to comply with Laws materially increased the capital or operating costs on the properties where we hold royalties, our revenues could be reduced, delayed or eliminated.
We depend on the services of our Chief Executive Officer, management and other key employees. We believe that our success depends on the continued service of our key executive management personnel. The loss of services of key members of management or other key employees could disrupt the conduct of our business and jeopardize our ability to maintain our competitive position in the industry.
From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development of royalty interests is limited and there is competition for such persons. Recruiting and retaining qualified executive management and other key employees is critical to our success and there can be no assurance of such success.
If we are not successful in attracting and retaining qualified personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. Certain of our directors and officers also serve as directors and officers of other companies in the mining sector, which may cause them to have conflicts of interest.
Certain of our directors and officers also serve as directors and officers of, or have significant shareholdings in, other companies involved in natural resources investment, exploration, development and production and, to the extent that such other companies may engage in transactions or participate in the same ventures in which we participate, or in transactions or ventures in which we may seek to participate, they may have a conflict of interest in negotiating and concluding terms with respect to such participation.
In cases where our directors and officers have an interest in other companies, such other companies may also compete with us for the acquisition of royalties, streams or similar interests. Such potential conflicts of interests of our directors and officers may have a material adverse effect on our business, results of operations and financial condition.
We may use certain financial instruments that subject us to a number of inherent risks. While we do not currently do so, from time to time, we may use certain financial instruments to manage the risks associated with changes in gold and other commodity prices, interest rates and foreign currency exchange rates.
The use of financial instruments involves certain inherent risks including, among other things: i credit risk, the risk of default on amounts owing to us by the counterparties with whom we entered into such transaction; ii market liquidity risk, the risk that any such position cannot be closed out quickly, either by liquidating such financial instrument or by establishing an offsetting position; and iii unrealized mark-to-market risk, the risk that, in respect of certain financial instruments, an adverse change in market prices for commodities, currencies or interest rates will result in us incurring an unrealized mark-to-market loss in respect of such derivative products.
We have negative cash flows from operating activities. We had negative cash flow from operating activities in the period from our incorporation until September 30, and the three months ended December 31, We expect that we will use a portion of the proceeds of this offering to fund anticipated negative cash flow from operating activities in future periods. Given that we have no operating revenues, and do not anticipate generating operating revenues for the foreseeable future, all expenditures to fund operating activities must be provided by financings.
There is no assurance that future financings can be completed on acceptable terms or at all. Risks Related to Our Securities and this Offering. As a public company, we will be subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws. We will also be required to ensure that we have the ability to prepare financial statements that are fully compliant with all applicable reporting requirements on a timely basis.
Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual reports with respect to our business and operating results.
Sarbanes-Oxley, as well as rules subsequently implemented by the SEC, and NYSE American, have imposed increased regulation and disclosure and require enhanced corporate governance practices of public companies. These changes will require a significant commitment of additional resources. We may need to hire more employees in the future to comply with these requirements, which will increase our costs and expenses.
We may not be successful in implementing these requirements and implementing them could materially adversely affect our business. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our operating results on a timely and accurate basis could be impaired.
If we do not implement such requirements in a timely manner or with adequate compliance, we might be subject to sanctions or investigations by regulatory authorities, such as the SEC, the Canadian Securities Administrators or NYSE American. Any such action could harm our reputation and the confidence of investors, customers and other third parties with whom we do business and could materially adversely affect our business and cause the trading price of our common shares or warrants to fall.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses.
If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
We also expect that being a public company and the applicability of these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
We may in the future lose foreign private issuer status if a majority of our common shares are held in the United States and we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status, such as if: i a majority of our directors or executive officers are U. The regulatory and compliance costs to us under U. If we are not a foreign private issuer, we would be required to file periodic and current reports and registration statements on U.
In addition, we may lose the ability to rely upon exemptions from corporate governance requirements that are available to foreign private issuers. As a foreign private issuer, we are subject to different U. For example, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable to U. We may not be required to file current reports as frequently or promptly as U.
Furthermore, our officers, directors and principal shareholders are exempt from the insider reporting and short-swing profit recovery requirements in Section 16 of the Exchange Act. Accordingly, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell their common shares.
As a foreign private issuer, we are also exempt from the requirements of Regulation FD Fair Disclosure which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. As a result of such varied reporting obligations, shareholders should not expect to receive the same information at the same time as information provided by U.
In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices rather than those of the United States, except to the extent that such laws would be contrary to U. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all domestic U. Investors could find our securities less attractive if we choose to rely on these exemptions.
If some investors find our securities less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common shares and our share price may be more volatile. A small number of our shareholders could significantly influence our business. As such, it will be able to exercise significant influence over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of the Company or our assets.
This concentration of ownership may make it more difficult for other shareholders to effect substantial changes in the Company, may have the effect of delaying, preventing or expediting, as the case may be, a change in control of the Company and may adversely affect the market price of our securities.
Further, the possibility that GoldMining or any other significant shareholders may sell all or a large portion of their securities in a short period of time could adversely affect the trading price of our shares. Also, the interests of such shareholder may not be in the best interests of all shareholders. As a result, we will qualify for exemptions from certain corporate governance requirements and such exemptions could have an adverse effect on our public shareholders.
Our status as a controlled company could cause our common shares to look less attractive to certain investors or otherwise harm our trading price. The market price of our securities may be volatile, which could result in substantial losses for investors purchasing securities in this offering. The market price of our securities could be subject to significant fluctuations after this offering, and it may decline below the offering price.
In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our securities to wide price fluctuations regardless of our operating performance.
Some of the factors that may cause the market price of our securities to fluctuate include:. In addition, stock markets have historically experienced substantial price and volume fluctuations. Broad market and industry factors may harm the market price of our securities. Hence, the market price of our securities could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the market price of our securities regardless of our operating performance.
An active, liquid and orderly trading market for our securities may not develop. There is currently no market through which our common shares or warrants may be sold and, if a market for our securities does not develop or is not sustained, you may not be able to resell your securities purchased in this offering. This may affect the pricing of our securities in the secondary market, the transparency and availability of trading prices, the liquidity of our securities and the extent of issuer regulation.
The initial public offering price of our securities was determined through negotiations between us and the underwriters. The initial public offering price may not be indicative of the market price of our securities after this offering. In the absence of an active trading market for our securities, investors may not be able to sell their securities at or above the initial public offering price.
We cannot predict the price at which our securities will trade. Substantial future sales of our securities, or the perception that these sales could occur, may cause the price of our securities to drop significantly, even if our business is performing well.
A large volume of sales of our common shares or warrants could decrease the prevailing market price of such securities and could impair our ability to raise additional capital through the sale of equity securities in the future. Even if a substantial number of sales of our common shares or warrants does not occur, the mere perception of the possibility of these sales could depress the market price of our common shares or warrants and have a negative effect on our ability to raise capital in the future.
These sales, or the market perception that the holders of a large number of common shares intend to sell common shares, could significantly reduce the market price of our common shares and the market price could decline below the initial public offering price. We cannot predict the effect, if any, that future public sales of these common shares, or the availability of these common shares for sale will have on the market price of our common shares.
If the market price of our common shares was to drop as a result, this might impede our ability to raise additional capital and might cause remaining shareholders to lose all or part of their investments.
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