Maverix Metals Inc. and Pan American Silver Corp. (NASDAQ & TSX: PAAS) (“Pan American”) are pleased to announce the closing of the previously announced overnight marketed secondary offering of common shares of Maverix held by Pan American, including the exercise in full of the over-allotment option (together, the “Secondary Offering”). Pursuant to the Secondary Offering, Pan American sold 10,350,000 common shares of Maverix at a price of US$4.40 per common share for aggregate gross proceeds of US$45,540,000.
The Secondary Offering was made pursuant to an underwriting agreement dated May 29, 2020 (the “Underwriting Agreement”) between Maverix, Pan American and a syndicate of underwriters co-led by Raymond James Ltd., as sole bookrunner, and PI Financial Corp., and including National Bank Financial Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and Stifel GMP (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, Pan American paid the Underwriters a cash commission equal to 4.0% of the gross proceeds of the Secondary Offering.
The Secondary Offering was made by way of a prospectus supplement dated May 29, 2020 to the Company’s existing U.S. registration statement on Form F-10 and Canadian short form base shelf prospectus, the latter each dated September 13, 2019.
As previously announced, Pan American has acquired ownership or control of an additional 8,250,000 common shares of Maverix through the exercise of 8,250,000 common share purchase warrants (the “Warrants”). 5,000,000 Warrants had an exercise price of US$1.56 and 3,250,000 Warrants had an exercise price of US$2.408. Maverix received gross proceeds of approximately US$15.6 million. After the exercise of the Warrants, Maverix will have 128,009,804 common shares issued and outstanding on an undiluted basis.
The 10,350,000 common shares of Maverix disposed by Pan American in the Secondary Offering represented approximately 8.6% of the issued and outstanding common shares of Maverix on a non-diluted basis. Immediately following the closing of the Secondary Offering and the exercise of Warrants, Pan American directly owned 25,483,500 common shares of Maverix, representing approximately 19.9% of the issued and outstanding common shares of Maverix on a non-diluted basis. Prior to the Secondary Offering and exercise of the Warrants, Pan American owned 27,583,500 common shares and 8,250,000 Warrants representing approximately 23.03% of the total number of issued and outstanding common shares on a non-diluted basis and approximately 27.99% of the common shares on a partially-diluted basis assuming the exercise of the Warrants. Both Pan American’s disposition pursuant to the Secondary Offering and its acquisition pursuant to the exercise of the Warrants were made for investment purposes. Pan American may from time to time and at any time acquire additional securities or instruments of Maverix in the open market or otherwise, and reserves the right to dispose of any or all of such securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of Maverix and other relevant factors. Pan American has agreed, subject to certain limited exceptions, not to sell any common shares or other securities of Maverix for a period of 90 days from the closing of the Secondary Offering.