Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit 99.1
 |
|
NEWS
RELEASE |
| |
April 6, 2026 |
Versamet
Royalties Acquires Cornerstone
Canadian Gold
Stream on Eskay Creek
All amounts are
in U.S. dollars unless otherwise indicated.
Vancouver,
BC: Versamet Royalties Corporation (“Versamet” or the “Company”) (NASDAQ:
VMET, TSX: VMET) has entered into a definitive agreement with fund entities managed by Orion Resource Partners LP (collectively, “Orion”)
and funds entities managed by affiliates of Blackstone Inc., to acquire an existing 3.52% gold stream (the “Gold Stream”)
in respect of gold production from the Eskay Creek gold-silver project (“Eskay” or the “Project”) in British
Columbia, Canada, owned by Skeena Resources Limited (“Skeena Gold & Silver” or “Skeena”) (the “Transaction”).
Dan O’Flaherty,
CEO of Versamet, commented, “This acquisition marks a significant step-change in Versamet’s scale, adding a large, uncapped
gold stream on what is expected to become one of the highest-grade, lowest-cost open-pit precious metals mines globally, located in a
premier Canadian jurisdiction. The addition of this robust gold stream is expected to materially increase our attributable production
to over 30,000 gold equivalent ounces (“GEOs”) annually when Eskay reaches full capacity.
As our largest
acquisition to date, this transaction further enhances the quality and durability of our portfolio while maintaining exposure to meaningful
exploration and expansion upside and is consistent with our focus on executing disciplined, accretive growth to drive long-term value
for our shareholders.”
Transaction
Highlights and Strategic Rationale
| · | Robust
3.52% life-of-mine gold stream provides significant exposure to a large, high-quality gold
mine located in the prolific Golden Triangle region in British Columbia, Canada: |
| o | Eskay
is set to become a high-grade, low-cost gold and silver mine, expected to produce an average
of over 300,000 ounces of gold per year in its first 5 years of operation.1 |
| o | The
Gold Stream is uncapped with no step-downs or buydown provisions providing Versamet with
full exposure to future potential mine life extensions from both open pit and underground
operations, as well as exploration upside along strike and at depth. |
| · | Accretive
addition of meaningful gold ounces to growth outlook starting in 2027: |
| o | Construction
is 49% complete as of February 28, 2026, with first production expected in Q2 2027.1 |
| o | The
Gold Stream is expected to contribute an average of over 10,000 gold ounces per year to Versamet
in the first 5 years of operation. |
| · | Positioned
for premium valuation with increased portfolio exposure to both Canada and gold: |
| o | Meaningful
re-rate potential with attributable GEOs from Canada expected to increase to approximately
50% in 2028 with contributions from some of Canada’s newest and largest gold mines,
including Eskay, Greenstone and Blackwater. |
| NASDAQ: VMET, TSX: VMET | 1 | versamet.com |
Transaction
Details
| · | Upfront
Consideration: $360 million in total consideration, comprised of $340 million payable
in cash and $20 million in Versamet common shares. |
| · | Gold
Stream: Under the Gold Stream, Versamet is entitled to receive 3.52% of the payable gold
production for the life of the mine, provided that the mine successfully achieves certain
completion tests on or before September 30, 2027. The Gold Stream is uncapped and has
no step-downs or buydown provisions and includes an area of interest. |
| · | Production
Profile: Eskay is expected to produce an average of over 300,000 ounces of gold per year
in its first 5 years and an average of approximately 230,000 ounces of gold per year over
its initial 12 year life.1 |
| · | Delivery
Payments: For gold ounces delivered to the Gold Stream, Versamet will make ongoing cash
payments equal to 10% of the spot gold price at the time of delivery. |
| o | Gold
Stream Percentage: If the completion tests are not satisfied by September 30, 2027,
the stream percentage shall increase to 3.57%, 3.62% and 3.67% if completion is achieved
in the first, second or third calendar quarters following September 30, 2027, respectively,
and a further additional 0.13% per quarter for the remaining calendar quarters until satisfaction
of the completion tests. |
| o | Minimum
Delivery Provision: If a cumulative total of 2.61 million ounces of payable gold applicable
to the Gold Stream has not been produced by April 1, 2040, Versamet is entitled to a
one-time delivery of gold equal to the difference between cumulative gold ounces delivered
to the Gold Stream at the time and 2.61 million ounces. |
| o | Security:
The Gold Stream is secured over the Eskay Creek project assets. |
| · | Expected
Closing: Closing of the Transaction is subject to customary closing conditions, including
receipt of all regulatory and third-party approvals, along with certain other closing conditions,
including the closing of Skeena’s $750 million senior secured notes offering (see Skeena
news release dated March 31, 2026). Closing is expected to occur in the first half of
April 2026. |
Eskay Creek
Overview
Eskay is Skeena’s
flagship gold–silver development project in the Golden Triangle of northwest British Columbia. It is a restart of a past-producing
mine that operated from 1994 to 2008, producing approximately 3.3 million ounces of gold and 160 million ounces of silver, and was historically
one of the world’s highest-grade precious metals mines at 45 g/t gold and 2,224 g/t silver.1
Construction of
the Project is 49% complete as of February 28, 2026. In February 2026, Skeena received its Environmental Management Act Permit
which marked the completion of the permitting process for Eskay and represents the final regulatory approval required to advance the
project into commercial development, with mining operations targeted to restart in Q2 2027.2
In late 2025, Skeena
commenced work on an updated NI 43-101 Technical Report for Eskay with the objective of the study to assess opportunities to improve
the production profile beyond the first five years of operations and extend the overall mine life. Skeena expects to release the results
of the study in late 2026.3
| NASDAQ: VMET, TSX: VMET | 2 | versamet.com |
2023 Definitive
Feasibility Study Highlights1
| · | Proven
and Probable Mineral Reserves for open-pit mining of 39.8 million tonnes containing 3.3 million
ounces gold and 88.0 million ounces of silver. |
| · | Years
1-5: Average annual production of 455,000 GEOs at 5.5 g/t gold equivalent grade. |
| · | Years
1-10: Average annual production of 370,000 GEOs at 4.2 g/t gold equivalent grade. |
| · | Life-of-mine
production of 2.8 million ounces of gold and over 81 million ounces of silver. |
| · | Life-of-mine
all-in sustaining cost of $684 per GEO sold. |
Mineral Reserves
and Resources – Pit-Constrained (as of December 31, 2023)1,4,5
| |
Tonnes
(Mt) |
Gold
(g/t) |
Silver
(g/t) |
Contained
Gold (Moz) |
Contained
Silver (Moz) |
| Proven
Reserves |
28.0 |
3.0 |
80.9 |
2.7 |
72.7 |
| Probable
Reserves |
11.9 |
1.8 |
40.1 |
0.7 |
15.3 |
| Total
Proven & Probable Reserves |
39.8 |
2.6 |
68.7 |
3.3 |
88.0 |
| Measured
Resources |
27.8 |
3.3 |
87.9 |
3.0 |
78.6 |
| Indicated
Resources |
22.3 |
1.6 |
32.0 |
1.1 |
22.9 |
| Total
Measured & Indicated Resources |
50.1 |
2.6 |
63.0 |
4.1 |
101.4 |
| Inferred
Resources |
0.65 |
1.5 |
32.4 |
0.03 |
0.7 |
Transaction
Financing
Versamet will fund
the $340 million cash consideration through an amended and restated credit facility (the “Amended Credit Facility”), which
includes an increase of the existing revolving facility from $200 million to $250 million, maturing in March 2029, and a new term
facility in the amount of $150 million, maturing in March 2028, for a combined total of $400 million, from the Bank of Montreal
and National Bank of Canada. The Amended Credit Facility provides for a $100 million accordion on the revolving facility once the term
facility has been repaid in full.
The term facility
is repayable in quarterly instalments commencing on June 30, 2026, with a final bullet repayment of $40 million at maturity on March 31,
2028. Upon closing of the Transaction, the Company will have $235 million drawn on the revolving credit facility and $150 million drawn
on the term loan.
Pricing on the
Amended Credit Facility is based on a sliding scale, with margins ranging from 2.25% to 3.75% over adjusted SOFR, depending on the Company’s
leverage ratio. Other material terms of the Amended Credit Facility are substantially consistent with the terms of the Company's existing
credit facility.
Versamet Post-Closing
Post-closing of
the Transaction, Versamet will have a total of 7 paying royalties and streams with another 3 royalties and streams expected to begin
production by the end of 2027. The Company continues to expect 2026 attributable GEOs of 20,000 – 23,000 with approximately 85%
of revenues derived from gold and silver. At current metal prices, the Company’s portfolio is expected to generate substantial
cash flows enabling the Company to rapidly de-leverage while continuing to pursue additional accretive acquisition opportunities.
About Versamet
Royalties Corporation
Versamet is an
emerging mid-tier precious metals royalty & streaming company focused on creating long-term per share value for its shareholders
through the acquisition of high-quality assets. Versamet’s common shares trade on the NASDAQ and Toronto Stock Exchange under the
symbol “VMET”.
| NASDAQ: VMET, TSX: VMET | 3 | versamet.com |
For more information
about Versamet, including additional details on our royalties and streams, please visit our website at versamet.com.
General inquiries:
Craig Rollins, General Counsel
Email: info@versamet.com
Telephone: 778-945-3948
Qualified Person
The scientific
and technical information contained in this news release has been reviewed and approved by Diego Airo, P.Eng, Executive Vice President,
Project Evaluation for Versamet and a member of the Association of Professional Engineers and Geoscientists of the Province of British
Columbia. Mr. Airo is a Qualified Person as defined in the National Instrument 43-101 – Standards of Disclosure for Mineral
Projects.
Cautionary Note
Regarding Forward-Looking Information
This news release
contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities
legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume
any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except
as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”,
“expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”,
“predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates”
or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements
to the effect that certain actions “may”, “could”, “should”, “would”, “might”
or “will” be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited
to, statements relating to: the completion of the Transaction and the expected timing of closing of the Transaction; the satisfaction
of closing conditions; the anticipated benefits of the Acquisition to the Company; the expected contribution of the Gold Stream to the
Company’s attributable GEO production; Eskay Creek’s expected construction progress and the timing of first production; the
Company’s expectations with respect to future attributable GEOs and cash flows; the expected commencement of deliveries under the
Gold Stream; expectations regarding the Company’s capital structure following completion of the Transaction; and the Company’s
future growth and acquisition strategy; and other statements regarding future plans, expectations, exploration potential, guidance, projections,
objectives, estimates and forecasts (in general and in connection with respective asset updates), as well as our expectations with respect
to such matters. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of
which are beyond the ability of Versamet to control or predict, that may cause Versamet’s actual results, performance or achievements
to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties
and other factors set out herein, including, but not limited to, the risk factors set out under the heading “Risk Factors”
in the Company’s Annual Information Form dated March 31, 2026 available for review on the Company’s profile at
www.sedarplus.ca, as well as the Company’s Form 20-F filed with the Securities and Exchange Commission on March 4, 2026,
available for review on the Company’s profile at www.sec.gov/edgar. Such forward-looking information represents management’s
best judgment based on information currently available. Except as required by applicable securities laws, the Company undertakes no obligation
to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should
change. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised
not to place undue reliance on forward-looking statements or information.
Non-IFRS Measures
We have included,
in this document, certain performance measures, including GEOs which is a non-IFRS measure. The presentation of such non-IFRS measure
is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance
prepared in accordance with IFRS. This non-IFRS measure do not have any standardized meaning prescribed by IFRS, and other companies
may calculate these measures differently.
Technical and
Third-Party Information
Except where otherwise
stated, the disclosure in this news release relating to Eskay Creek is based on information publicly disclosed by the owners or operators
of this property and information/data available in the public domain as at the date hereof and none of this information has been independently
verified by Versamet. Specifically, as a royalty/stream holder, Versamet has limited, if any, access to the property subject to the royalties/streams.
Although Versamet does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party
information is complete or accurate. Some information publicly reported by the owner or operator may relate to a larger property than
the area covered by Versamet’s interests.
| NASDAQ: VMET, TSX: VMET | 4 | versamet.com |
“Inferred
mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Historical
results or feasibility models presented herein are not guarantees or expectations of future performance.
Endnotes
| 1. | Sources: Skeena
news releases dated November 14, 2023, titled “Skeena Completes Positive Definitive
Feasibility Study for Eskay Creek: After-Tax NPV (5%) of C$2.0 Billion, 43% IRR and 1.2 Year
Payback” and March 31, 2026, titled “Skeena Gold & Silver Confirms
Eskay Creek Reaches 49% Completion & Provides Project Update; Initial Production
Remains on Schedule for Q2 2027”. Skeena Gold & Silver corporate presentation
dated April 2026, titled “Developing the Next Tier 1 Gold & Silver Mine”.
Technical Report titled “NI 43-101 Technical Report on Updated Feasibility Study”
with effective date November 14, 2023, prepared by Sedgman Canada Limited. Gold equivalent
calculated using $1,800/oz gold price and $23/oz silver price. All available on Skeena Gold &
Silver’s website at skeenagoldsilver.com. |
| 2. | Sources: Skeena
Gold & Silver news release dated February 3, 2026, titled “Skeena Gold &
Silver Completes Permitting Process for Eskay Creek” and news release dated March 31,
2026, titled “Skeena Gold & Silver Confirms Eskay Creek Reaches 49% Completion &
Provides Project Update; Initial Production Remains on Schedule for Q2 2027”, available
on Skeena Gold & Silver’s website at skeenagoldsilver.com. |
| 3. | Source: Skeena
Management Discussion & Analysis for the year ended December 31, 2025. |
| a. | Mineral
Resources are reported at the point of delivery to the process plant, using the 2014 CIM
Definition Standards, with an effective date of November 14, 2023. The Qualified Person
for the estimate is Ms. Terre Lane, MMSA QP, a GRE employee. |
| b. | Mineral
Resources are constrained within an open pit shell that uses the following assumptions: gold
price of $1,700/oz, Mineral Reserves are stated within the final design pit based on a $1,800/oz
gold price and $23.00/oz silver price. Gold and silver recoveries were 83% and 91%, respectively
during the LOM scheduling. An NSR cut-off of C$24.45/t was used to estimate Mineral Reserves
based on preliminary processing costs of $18.22/t ore processed and G&A costs of C$6.23/t
ore processed. Final operating costs within the pit design were C$2.96/t mined, with associated
process costs of C$19.16/t ore processed, G&A costs of C$5.69/t ore processed and water
treatment costs of C$2.50/t ore processed. Pit slope inter-ramp angles ranged from 26 –51°. |
| c. | Mineral
Reserves are reported at a net smelter return cut-off of C$24.45/t, using the equation gold
equivalent (“AuEq”) AuEq = ((Au (g/t) * 1,800 * 0.83) + (Ag (g/t)* 23 * 0.91))/(1,800
* 0.83), and inputs of processing costs of C$18.22/t ore process ed and G&A costs of
C$6.23/t ore processed. |
| d. | Numbers
have been rounded and may not sum. |
| a. | Mineral
Resources are reported in-situ, using the 2014 CIM Definition Standards, with an effective
date of June 20, 2023. The Qualified Person for the estimate is Ms. Terre Lane,
MMSA QP, a GRE employee. |
| b. | Mineral
Resources are reported inclusive of those Mineral Resources converted to Mineral Reserves.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
| c. | Mineral
Resources are constrained within a conceptual open pit shell that uses the following assumptions:
gold price of $1,700/oz, silver price of $23/oz; metallurgical recoveries of 84% for gold
and 88% for silver; reference mining cost of $3.00/t mined; mining dilution of 5%; mining
recovery of 95%; processing cost of $15.50/t processed; general and administrative costs
of $6.00/t processed; transportation and refining costs of $18.50/oz Au and $7/oz Ag; and
overall pit slope angles of 45°. |
| d. | Mineral
Resources are reported at a cut-off grade of 0.7 g/t AuEq, using the equation AuEq = ((Au
(g/t) * 1,700 * 0.84)+ (Ag (g/t)* 23 * 0.88))/(1,700 * 0.84). |
| e. | Numbers
have been rounded and may not sum. |
| NASDAQ: VMET, TSX: VMET | 5 | versamet.com |