ANNUAL INFORMATION FORM
FOR THE YEAR ENDED DECEMBER 31, 2022
May 1, 2023
Table of Contents | |||
2. | Corporate Structure | 5 | |
2.1 | Name, Address and Incorporation | 5 | |
2.2 | Intercorporate Relationships | 6 | |
3. | General Development of the Business | 7 | |
3.1. Summary of Business Activities | 7 | ||
3.2. Summary of Corporate Activities | 8 | ||
4. | Description of the Business | 11 | |
4.1. | General | 11 | |
4.1.1. | Summary | 11 | |
4.1.2. | Principal Products | 11 | |
4.1.3. | Industry Overview | 12 | |
4.1.4. | Current Royalty Portfolio | 14 | |
4.1.5. | Competitive Conditions | 26 | |
4.1.6. | Energy Generation Cycles | 26 | |
4.1.7. | Economic Dependence | 27 | |
4.1.8. | Changes to Contracts | 27 | |
4.1.9. | Employees | 27 | |
4.1.10. | Investment Policy | 27 | |
4.1.11. | Reorganizations | 28 | |
4.1.12. | Environmental and Social Data | 29 | |
5. | Risk Factors | 33 | |
6. | Dividends and Distributions | 40 | |
7. | Description of Capital Structure | 41 | |
7.1. | General | 41 | |
7.1.1. | Common Shares | 41 | |
7.1.2. | Convertible Note | 42 | |
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7.1.3. | Share Purchase Options | 42 |
7.1.4. | Deferred and Restricted Share Units | 42 |
7.1.5. | Share Purchase Warrants | 43 |
7.1.6. | Green Bonds | 44 |
8. | Market for Securities | 49 |
8.1. | Trading Price and Volume | 49 |
8.2. | Prior Sales | 49 |
9. | Escrowed Securities and Securities Subject to Contractual Restriction on Transfer | 51 |
9.1. | Escrow of Common Shares | 51 |
10. | Directors and Officers | 51 |
10.1. | Name, Occupation and Security Holding | 51 |
10.2. | Cease Trade Orders, Bankruptcies, Penalties or Sanctions | 52 |
10.3. | Conflicts of Interest | 53 |
11. | Promoters | 53 |
12. | Legal Proceedings and Regulatory Actions | 53 |
13. | Interest of Management and Others in Material Transactions | 53 |
14. | Transfer Agents and Registrars | 54 |
15. | Material Contracts | 54 |
16. | Interests of Experts | 54 |
17. | Additional Information | 54 |
18. | Audit and Risk Committee | 54 |
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1. Introductory Notes
1.1. Forward Looking Statements
This discussion includes certain statements that may be deemed "forward-looking information" or "forward- looking statements" within the meaning of Canadian and United States securities law. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions of future events or performance (often, but not always, using words or phrases including, but not limited to, "expects", "does not expect", "is expected", "anticipates", "does not anticipate", "plans", "estimates", "believes", "does not believe" or "intends", or stating that certain actions, events or results may, could, would, might or will be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking information". This information represents predictions, and actual events or results may differ materially.
Forward-looking information may relate to the Company's future outlook and anticipated events or results and may include statements regarding the Company's financial results, future financial position, expected growth of cash flows, business strategy, budgets, projected costs, projected capital expenditures, taxes, plans, objectives, industry trends and growth opportunities. Forward-looking information contained in this discussion is based on certain assumptions regarding expected growth, results of operations, performance, industry trends and growth opportunities.
While management considers these assumptions to be reasonable, based on information available, they may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving the renewable energy industry; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the renewable energy industry generally; income tax and regulatory matters; the ability of the Company to implement its business strategies including expansion plans; competition; currency and interest rate fluctuations; and the other risks discussed under the heading "Risk Factors" in this Annual Information Form. The foregoing factors are not intended to be exhaustive.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date hereof and the Company and its directors, officers and employees disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. All forward-looking information is expressly qualified in its entirety by this cautionary statement. Forward-looking information and other information contained herein concerning management's general expectations concerning the renewable energy industry are based on estimates prepared by management using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which management believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While management
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is not aware of any misstatements regarding any industry data or comparables presented herein, industry data and comparables are subject to change based on various factors. The Company has not independently verified any of this data from independent third-party sources.
Any forward-looking statements contained in this discussion are made as of the date hereof and the Company does not undertake to update or revise them, except as may be required by applicable securities law.
1.2. Currency
The Company's accounts are maintained in Canadian dollars and all dollar amounts herein are expressed in Canadian dollars unless otherwise indicated.
All financial information in this Annual Information Form ("AIF") is prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
1.3. Effective Date of Information
Unless otherwise stated herein, the information in this AIF is for the fiscal year ended December 31, 2022 but is current as of May 1, 2023 unless otherwise clear from the context.
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RE Royalties Ltd. published this content on 02 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2023 17:32:08 UTC.