Ely Gold Royalties Announces Closing of CDN$17,250,000 Brokered Private Placement

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VANCOUVER, British Columbia , May 21, 2020 (GLOBE NEWSWIRE) -- Ely Gold Royalties Inc. (TSXV: ELY) (OTCQX: ELYGF) ("Ely Gold" or the "Company") is pleased to announce that it has closed its previously announced brokered private placement offering of 21,562,500 units (the “Units”) of the Company at a price of $0.80 per Unit for gross proceeds of C$17,250,000 (the “Offering”), including the full amount of the agents’ over-allotment option.  The Offering was placed through a syndicate of agents (the “Syndicate”) co-lead by Clarus Securities Inc. and Mackie Research Capital Corporation as joint bookrunners (the “Co-Lead Agents”) and including PowerOne Capital Markets Limited (collectively, the “Agents”).

Each Unit was comprised of one common share of the Company (the “Common Shares”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of $1.00 per share for a period of three years from closing. The Company paid the Agents cash commissions and also issued compensation options to the Agents entitling them to purchase an aggregate of 731,250 Common Shares at an exercise price of $0.80 for a period of three years from closing. 

At the Company’s option, the original expiry date of the Warrants may be accelerated if the volume weighted average price of the Common Shares is greater than or equal to C$1.60 for a period of five consecutive trading days on the TSX Venture Exchange or other Canadian stock exchange on which the Common Shares are then principally traded. If the Company elects to accelerate the expiry date of the Warrants, holders of the Warrants will have 30 calendar days to exercise their Warrants after receiving notice via press release from the Company.

Company insiders purchased 9,737,000 of the Units place in the Offering, such participation constituting a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement, and section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement, under MI 61-101 as the fair market value of the related party component of the transaction does not exceed 25% of the Company’s market capitalization.