Freehold Royalties Ltd. announces closing of equity financing


NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR BROADCAST IN THE UNITED STATES.

CALGARY, Alberta, Sep 22, 2021 (GLOBE NEWSWIRE) – Freehold Royalties Ltd. (Freehold) (TSX: FRU) announces that it has completed its previously announced equity financing by issuing 19,067,000 subscription receipts (subscription receipts) at a price of $ 9.05 per subscription receipt for one gross proceeds of approximately $ 173 million, which included the full exercise of the over-allotment option granted to the underwriters. The bought deal offer was made through a syndicate of underwriters led by RBC Capital Markets and TD Securities Inc.

Each subscription receipt represents the right to receive, without payment of additional consideration or other action from the holder, one common share of Freehold upon closing of the previously announced acquisition by Freehold of certain royalty assets. United States (the US royalty transaction). Freehold expects to close the royalty transaction in the United States on or before September 28, 2021.

The gross proceeds from the sale of the subscription receipts in connection with the public offering will be placed in receivership until the royalty transaction is completed in the United States. If all of the outstanding conditions to the completion of the U.S. Royalty Transaction (other than the financing) are met by November 30, 2021, the net proceeds from the sale of the Subscription Receipts will be released from escrow. at Freehold or as directed by Freehold. . Once the escrow funds are returned to Freehold, these funds should be used to pay part of the purchase price of the assets to be acquired pursuant to the royalty acquisition in the United States, with the remainder of the purchase price funded by drawdown. on our credit facilities. .

Holders of Subscription Receipts will be entitled to receive subscription receipt payments equal to the cash dividends paid on the Common Shares of Freehold (the dividend equivalent payments), if any, actually paid or payable to the holders of such shares. ordinary with respect to all recording dates for such dividends occurring from today’s date to the last day excluding subscription receipts remaining outstanding, payable to holders of subscription receipts in same time as the date of payment of each of these dividends. Dividend equivalent payments will be made regardless of whether the US royalty transaction is completed or not.

If the U.S. Royalty Transaction is not completed by 5:00 p.m. (Calgary time) on November 30, 2021, then the Subscription Receipt Subscription Price will be refunded to Subscription Receipt Holders and Holders. will be entitled to receive any dividend. Equivalent payments which remain payable to such holders or if no equivalent dividend payment has been paid or is payable to holders of subscription receipts, such holders shall be entitled to receive, the proportionate share of any interest earned or income generated on escrow funds.

Freehold anticipates that the Subscription Receipts will be listed and posted for trading on the Toronto Stock Exchange under the symbol FRU.N at the opening of business today. A copy of the Subscription Receipt Agreement governing the terms of the Subscription Receipts has been filed on Freehold’s profile on SEDAR at www.sedar.com.

Forward-looking statements

This press release sets out our assessment of Freehold’s future plans and operations as at September 22, 2021 and contains forward-looking information, including, without limitation, forward-looking information regarding the expected timeline for the closing of the state royalty transaction. -United ; the intended use of the proceeds of the public offering; and the expected sources of funds to finance the payment of the purchase price of the Royalty Transaction in the United States.

This forward-looking information is provided to provide readers with a better understanding of our business and outlook and may not be suitable for other purposes. By their nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond our control, including the fact that the closing of the United States royalty transaction may be delayed or not take place from any if Freehold or the other parties are unable to meet the closing conditions on time or the results of Freehold’s due diligence on the assets to be acquired under the United States Royalty Transaction fail are not satisfactory. The risks associated with Freehold’s business are further described in Freehold’s annual information form for the year ended December 31, 2020 which is available under Freehold’s profile on SEDAR at www.sedar.com.

You are cautioned that the assumptions used in the preparation of this information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, one should not place undue reliance on forward-looking information. We cannot guarantee that any of the anticipated events will or will occur, or if any of them occur, what benefit we will derive from them. The forward-looking information contained in this document is expressly qualified by this cautionary statement. Our policy to update forward-looking statements is to update our key operating assumptions on a quarterly basis and, except as required by law, we do not undertake to update any other forward-looking statements.

For more information, contact:
Freehold Royalties Ltd.
Matt Donohue
Manager, Investor Relations and Capital Markets
t. 403.221.0833
F. 403.221.0888
tf. 1.888.257.1873
e. [email protected]
w. www.freeholdroyalties.com

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Carol M. Barragan

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