THE FOLLOWING TERMS GOVERN THE USE OF THE WEBSITE WWW.ORROYALTIES.COM (THE “SITE”). BY ACCESSING THIS SITE, YOU AGREE TO THE CONDITIONS THAT FOLLOW:
Terms of use
We reserve the right to change these terms at any time. Any changes will be effective immediately upon posting to our Site. Your continued use of our Site after the posting of revised terms will be deemed to constitute acceptance of the revised terms.
This “Site” means the whole or any part of the web pages located at www.orroyalties.com and includes the layout of this Site; individual elements of this website’s design; underlying code elements of the Site; text, sounds, graphics, animated elements and any other content of this Site.
Scope of Use
This Site is purely a public resource of general information about OR Royalties Inc. (“we”, “us”, “OR Royalties” or the “Company”). Although we intend that the information on our Site is correct, we do not represent or guarantee the accuracy, adequacy or completeness of any of the information, its fitness for any particular purpose or this Site’s freedom from computer viruses. The facts and information provided on this Site are for informational purposes only. Users should not rely on information on this Site for any purpose other than for gaining general knowledge of OR Royalties. Information contained in our Site may be changed or updated from time to time without notice.
Neither we nor any of our affiliates nor any other party involved in creating, producing or delivering this Site, shall be liable in any manner whatsoever for any direct, indirect, incidental, consequential, or punitive damages, losses, liabilities, expenses or costs of whatever nature, arising from or attributable to anyone having access to, or using, or not being able to use, this Site or any other website which is hyperlinked to this Site.
Global Dealing Restrictions
The Site is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Site and its content, are unavailable or otherwise contrary to local laws or regulations or would subject any person or entity, including the Company, to any registration or licensing requirements in that jurisdiction. If this applies to you, you are not authorized to access or use any of the information on this Site. We make no representation that the information, opinions, advice or other content on the Site is appropriate. Those who choose to access this Site from other locations do so at their own risk and are responsible for compliance with applicable local laws.
No Incorporation by Reference
No information included herein shall be deemed to be incorporated by reference into any of OR Royalties’ regulatory filings, unless expressly indicated in any such filings. In addition, no information shall be incorporated by reference into this Site, unless otherwise specified.
Caution Regarding forward-looking Statements
The information contained on this Site should not be construed as a prospectus, an offering memorandum, a formal support to any capital raising activity or as an invitation to invest or otherwise deal in the shares or other securities or instruments of OR Royalties or any of its affiliates. Nothing on this Site constitutes, or should be construed as, investment, legal, tax, accounting or other professional advice, or a recommendation to buy, sell or hold any security.
The information included on this Site and other information provided from time to time through webcasts, conference calls, securities analyst meetings, road show presentations, investor conferences, newsletters, and similar events and communications contains “forward-looking statements” within the meaning of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of OR Royalties. All statements on this Site, other than statements of historical fact, that address events or developments that OR Royalties expects to occur, are “forward-looking statements”. “Forward-looking statements” are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled” and similar expressions or variations (including negative variations), or that events or conditions “will”, “would”, “may”, “could” or “should” occur. All statements on this Site, other than statements of historical fact, are forward-looking statements, including statements that address, without limitation:
- future events;
- production estimates of OR Royalties’ assets (including any estimate of gold equivalent ounces to be received for any future period);
- guidance on gold equivalent ounces and cash margin and outlook on gold equivalent ounces and other guidance based on disclosure from operators;
- timely developments of mining properties over which OR Royalties has royalties, streams, offtakes and investments;
- management’s expectations regarding OR Royalties’ growth, results of operations, estimated future revenues, production costs, carrying value of assets, ability to continue to pay a dividend, requirements for additional capital, business prospects and opportunities; and
- future demand for and fluctuation of prices of commodities (including outlook on gold, silver and other commodities), currency markets and general market conditions.
In addition, statements and estimates (including data in tables) relating to mineral reserves and mineral resources and gold equivalent ounces are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions including the assumptions tied to guidance and outlook, and no assurance can be given that the estimates or related guidance will be realized. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, most of which are beyond the control of OR Royalties, and actual results may accordingly differ materially from those in forward-looking statements. Such risk factors include, without limitation:
- with respect to properties in which OR Royalties holds a royalty, stream or other interest, risks related to:
- the operators of the properties;
- timely development, permitting, construction, commencement of production, ramp-up (including operating and technical challenges);
- differences in rate and timing of production from resource estimates or production forecasts by operators;
- differences in conversion rate from mineral resources to mineral reserves and ability to replace resources;
- the unfavorable outcome of any challenges or litigation relating to title, permit or license; and
- hazards and uncertainty associated with the business of exploring, development and mining including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest or other uninsured risks; and
- with respect to external factors, risks related to:
- fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by OR Royalties;
- a trade war or new tariff barriers;
- fluctuations in the value of the Canadian dollar relative to the U.S. dollar;
- regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies; regulations and political or economic developments in any of the countries where properties in which OR Royalties holds a royalty, stream or other interest are located or through which they are held;
- continued availability of capital and financing and general economic, market or business conditions;
- responses of relevant governments to the infectious diseases outbreaks and the effectiveness of such response and the potential impact of infectious diseases outbreaks on OR Royalties’ business, operations and financial condition;
- impact related to climate changes or technologies which may affect the implementation of OR Royalties’ climate strategy and achievement of carbon neutrality, and that actual facts may significantly differ from hypothesis used in any assessment scenario analysis; and
- that criteria will continue to be met to achieve improved ESG ratings
- with respect to internal factors, risks related to:
- that business opportunities that may or may not become available to, or be pursued by OR Royalties;
- the successful integration of acquired assets;
- the determination of OR Royalties’ Passive Foreign Investment Company (“PFIC”) status;
- OR Royalties’ ability to deliver on its climate strategy,
- that OR Royalties’ efforts in maintaining carbon neutrality will be achieved and that any efforts toward reducing OR Royalties’ carbon emission or to support decarbonization efforts of OR Royalties’ partners will be successful, and
- the availability of funds to finance community investments.
The forward-looking statements contained on this Site are based upon assumptions management believes to be reasonable, including, without limitation: the absence of significant change in OR Royalties’ ongoing income and assets relating to determination of its PFIC status; OR Royalties’ continued commitment toward improving sustainability goals, the continued validity of science and reasonableness of hypothesis relating to climate change and assessment scenario analysis, the absence of material changes to the regulatory framework relating to climate and climate related disclosure, the compliance by directors and employees to the corporate policies, the availability of funds to continue to support community investments and, the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended, including, with respect to properties in which OR Royalties holds a royalty, stream or other interest, (i) the ongoing operation of the properties by the owners or operators of such properties in a manner consistent with past practice and with public disclosure (including forecast of production), (ii) the accuracy of public statements and disclosures made by the owners or operators of such underlying properties (including expectations for the development of underlying properties that are not yet in production), (iii) no adverse development in respect of any significant property, (iv) that statements and estimates relating to mineral resources and mineral reserves by owners and operators being accurate and (v) the implementation of an adequate plan for integration of acquired assets.
Certain of the forward-looking statements and other information contained herein concerning the mining industry and OR Royalties’ general expectations concerning the mining industry are based on estimates prepared by OR Royalties 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 OR Royalties believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. While OR Royalties is not aware of any misstatement regarding any industry data presented herein, the mining industry involves risks and uncertainties that are subject to change based on various factors.
For additional information on risks, uncertainties and assumptions, please refer to the most recent Annual Information Form of OR Royalties filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov, which also provides additional general assumptions in connection with these statements. OR Royalties cautions that the foregoing list of risks and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risks they entail. OR Royalties believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be accurate, as actual results and prospective events could materially differ from those anticipated by such forward-looking statements and such forward-looking statements included on this Site are not a guarantee of future performance and should not be unduly relied upon. These statements speak only as of the date they are made. OR Royalties undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.
Non-IFRS Information
In addition to disclosing results determined in accordance with IFRS, OR Royalties may also disclose certain non-IFRS and pro forma non-IFRS results of operations, including certain ratios, operational and miscellaneous data, as well as net income, diluted earnings per share, operating expenses, and operating income that make certain adjustments or exclude certain charges and gains that are outlined in the schedules included in this website. Management believes that this non-IFRS and pro forma non-IFRS information provides investors with additional information to assess OR Royalties’ operating performance by making certain adjustments or excluding costs or gains and assists investors in comparing our operating performance to prior periods. Management uses this non-IFRS and pro forma non-IFRS information, along with IFRS information, in evaluating its historical operating performance. OR Royalties takes no responsibility for third party pricing data provided for informational purposes and certain ratio results formulated from the provided third-party pricing data.
The non-IFRS information is not prepared in accordance with IFRS and may not be comparable to non-IFRS information used by other companies. The non-IFRS information should not be viewed as a substitute for, or superior to, other data prepared in accordance with IFRS.
Intellectual Property Rights
Certain names, graphics, logos, icons, designs, words, titles or phrases on this Site may constitute trade names or trademarks of OR Royalties or our affiliates or licensors. You must not use any of these marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on our Site are the trademarks of their respective owners. The display of any trade mark does not imply that a license of any kind to use the trade mark has been granted. Our Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of the material and are protected under the copyright laws of Canada and in other countries. Except with our express written permission, no user has permission to copy, redistribute, reproduce or republish, in any form, any information found in the pages of this Site. In addition, you are prohibited from taking any of the following actions:
- Modifying copies of any materials from our Site
- Using any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text
- Deleting or altering any copyright, trademark, or other proprietary rights notices from copies of materials from our Site.
No right, title, or interest in or to our Site or any content on our Site is transferred to you. All rights not expressly granted in these terms are reserved by us. Any user who, without authorization, re-transmits, copies or modifies any trademarks may violate trade mark and/or copyright law, and may be subject to legal action.
Disclosure of Mineral Reserves and Mineral Resources
Site users are advised that OR Royalties is subject to the reporting requirements of applicable Canadian securities laws, and as a result reports information regarding mineral properties, mineralization and estimates of mineral reserves and mineral resources in accordance with Canadian reporting requirements, which are governed by National Instrument 43-101 – Standards of Disclosure for Mineral Projects which requires that each category of mineral reserve and mineral resource be reported separately. Users should consult the Company’s public filings in order to obtain this information in detail. These documents are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, in each case under the issuer profile of OR Royalties.
The information on this Site relating to the properties in which OR Royalties holds royalties, streams or other interests, and the operations on such properties, is based on information publicly disclosed by the owners or operators of those properties and on information or data available in the public domain, and none of this information or data has been independently verified by OR Royalties. As a holder of royalties, streams and other interests, OR Royalties generally has limited, if any, access to the properties included in its portfolio and generally has limited or no ability to independently verify such information or data. Although OR Royalties has no knowledge that such information or data is incomplete or inaccurate, there can be no assurance that such third-party information or data is complete or accurate. Some information or data publicly reported by owners or operators may relate to a larger property than the area covered by OR Royalties’ interest, and OR Royalties’ interests often cover less than 100%, and sometimes only a portion, of the publicly reported mineral reserves, mineral resources or production of a property.
Disclaimer
The Company regularly updates the information on this Site. However, this information does not constitute a comprehensive picture of the Company’s business and is presented without any form of representation, guarantee or promise, expressed or implied, as to its accuracy, completeness or timely update. In this regard, the Company expressly revokes any responsibility of guarantees, expressed or implied, including and without limitation to, any guarantee of quality or compliance, in respect to any end result.
Material on this Site may contain inaccuracies, omissions or typographical errors, for which OR Royalties assumes no responsibility. In no event shall OR Royalties, its directors, officers, employees, representatives and advisers, be held liable or responsible for any claim or damage, direct or indirect, special or consequential, incurred by the user arising out of the interpretation, reliance upon or other use of the information contained in the pages of this Site.
Links to Third‐Party Websites
This Site contains links to websites owned or operated by other entities which are not associated or affiliated with OR Royalties. Other websites are independent from our Site and we have no control over their availability, or over any data or other content contained therein or any additional linked websites. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by OR Royalties of the linked website or information contained therein or of their security or privacy practices, or that we take any responsibility for the use or content of such other websites. OR Royalties shall not be responsible, and OR shall not accept or assume any responsibility or liability whatsoever for the content, the data or the technical operation of any other linked websites and makes no representation or warranty regarding any other websites or the contents on such websites. Further, by entering an external site, you also acknowledge and agree that you completely and irrevocably waive any and all rights and claims against OR Royalties and further acknowledge and agree that in no event shall OR Royalties, its officers, employees, directors and agents be liable for any (i) indirect, consequential, incidental, special, compensatory or punitive damages, (ii) damages for loss of income, loss of business profits, business interruption, loss of data or business information, loss of or damage to property, (iii) claims of third parties, or (iv) other pecuniary loss, arising out of or related to these terms of use or the external site. This Site may display content or pages of third-party websites. OR Royalties undertakes no responsibility to ensure that any third-party content or pages on this Site is up-to-date or accurate.
Privacy Notice
OR Royalties considers the care and protection of your personal information to be of utmost importance. With the goal of ensuring that your rights in this area are fully respected, we have designed a Privacy Notice (see below) that clearly outlines our practices regarding how we use information we gather about you.
Browsing Data
When you browse this Site, you do so anonymously. OR Royalties does not collect personal information. For statistical purposes only, we log your domain and IP address (the Internet address of your computer) automatically when you visit this Site to give the Company an idea of which parts of this Site you visit and how long you spend there. However, this information does not identify you as an individual, but only the computer that you are using to view this Site and your approximate geographic location.
Cookies are small text files placed on your computer by websites that you visit to make websites work, or work more efficiently, as well as to provide information to the owners of the Site. This Site uses Google Analytics cookies to collect information about how visitors use our Site. This service has its specific privacy policy, which can be found at the following http://www.google.com/intl/en/privacy/privacy-policy.html. We use this information to compile reports and to help us improve our Site and the user experience. The cookies collect information in an anonymous form, including the number of visitors to this Site, where visitors have come to this Site from and the pages they visited. By accessing and using this Site, you consent to the processing of data about you for the purposes set out above.
Your web browsers may allow some control of cookies through the browser settings. You may learn more about cookies, including how to see what cookies have been set and how to manage and delete them, at www.allaboutcookies.org. To opt out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout.
Limitation of Liability
Your use of any Site data, material, content or information is at your own risk. You are solely responsible for the use and/or the interpretation of all the content, information, material and data of this Site. We specifically disclaim any liability, whether based in contract, tort, negligence, strict liability or otherwise, for any direct, indirect, incidental, punitive, consequential, or special damages arising out of or in any way connected with access to, use of or reliance on the information (even if we have been advised of the possibility of such damages) or that arise in connection with mistakes or omissions in, or delays in transmission of, information to or from the user, any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission or delivery, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of records, programs or files, interruptions in telecommunications connections to the Site or viruses whether caused in whole or in part by negligence, acts of God, telecommunications failure, theft or destruction of, or unauthorized access to the Site or the content.
To the maximum extent permitted by law, you agree that you will not seek to hold OR Royalties and its affiliates liable:
- directly or indirectly in contract, tort, equity or otherwise for any damage (including direct, indirect, incidental, consequential, special, punitive, exemplary and aggravated damages and damages for loss of use, profits or revenue) or other remedy whatsoever in connection with this Site; and
- to you or anyone else for any loss or damage, however caused which may be directly or indirectly suffered in connection with websites of other entities that are hyperlinked from this Site.
If notwithstanding the foregoing, we should be found liable for any loss or damage which arises out of or is in any way connected with any of the services or uses of the Site or the information, our total liability for all damages, losses and causes of action, whether in contract, tort (including, but not limited to, negligence), or otherwise shall in no event exceed in the aggregate $100 CAD or the amount paid by you for accessing this Site, if any, whichever is greater.
Compliance with Laws
You agree to comply with all laws, rules, and regulations applicable to your use of our Site. Any use of our Site not expressly permitted by these terms is a breach of these terms; may violate copyright, trademark, and other laws; and may subject you to a claim by us for breach and associated damages.
Disclaimer of Warranties
To the fullest extent allowed by law, the Site, any content and any information, are provided to you on an “as is,” “as available” basis without warranty of any kind whether express, statutory or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, the warranties stated in the Civil Code of Quebec or otherwise, quiet enjoyment, systems integration, accuracy, and non-infringement, all of which we expressly disclaim, other than those warranties which are incapable of exclusion, restriction or modification under applicable law. We do not endorse and make no warranty as to the accuracy, suitability, completeness, timeliness, comprehensiveness, currency, or reliability of the Site, content, materials, or any other data contained on the Site, and we will not be liable or otherwise responsible for any failure or delay in updating the Site or any information, content or any other material contained on the Site. We have no duty to update the content of the Site. You are responsible for any results or other consequences of accessing the Site and using the information, material, data and content, and for taking all necessary precautions to ensure that any content you may access, download or otherwise obtain is free of viruses or any other harmful components.
Choice of Law and Jurisdiction
These terms and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these terms will be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein without regard to conflict of law provisions. The Québec courts will have exclusive jurisdiction to resolve any disputes relating to these terms, and you irrevocably submit to the jurisdiction of the courts of the Province of Québec, judicial district of Montréal.
Indemnification
You agree to defend, indemnify, and hold harmless OR Royalties and our employees, agents, representatives, officers and directors (each, an “Indemnitee”) from and against all liabilities, claims and expenses, including attorney's fees, that arise from your use or misuse of the Site or Site content or your violation of these terms of use. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You are not permitted to settle, or consent to any entry of judgment in, any asserted claim or action that would entitle an Indemnitee to indemnification without OR Royalties’ written consent.
Severability
If any provision of these terms is held unenforceable or invalid under any applicable law or is so held by applicable court decision, that unenforceability or invalidity will not render these terms unenforceable or invalid as a whole, and the unenforceable provision will be changed and interpreted so as to best accomplish its objectives within the limits of applicable law or the applicable court decisions.
Waiver
Any waiver by us of a breach of any provision of these terms will not operate as or be construed to be a waiver of any other breach of the provision, or of any breach of any other provision of these terms. Any waiver must be in writing. Any failure by us to insist upon strict adherence to any term of these terms on one or more occasions will not be considered a waiver or deprive us of the right to insist upon strict adherence to that provision of these terms.
Website Availability
From time to time and without prior notice to you, OR Royalties may cease to continue operating part or all of the Site or selectively disable certain aspects or portions of the Site. Any modification to or elimination of the Site will be done in our sole and absolute discretion and without any obligation or liability to you, and your use of the Site does not entitle you to the continued provision or availability of the Site.
OR Royalties Not Responsible for Internet Software or Computer Viruses
Due to technical difficulties inherent in the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Site. Computer viruses or other destructive programs may also be inadvertently downloaded from the Site. OR Royalties shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.
Termination
You understand and agree that in OR Royalties’ sole discretion, and without prior notice, OR Royalties may block your access to the Site, or exercise any other remedy available, if OR Royalties believes that your use of the Site has violated or is inconsistent with these terms of use, or violates the rights of OR Royalties, or any third party, or violates any applicable law, or you have otherwise engaged in any activity that we deem unlawful, offensive, abusive, harmful or malicious. You agree that monetary damages may not provide a sufficient remedy to OR Royalties for violations of these Terms of Use and you consent to injunctive or other equitable relief for such violations.