6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 or 15d-16
UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020

Commission File Number 001-38934

Maverix Metals Inc.
(Translation of registrant’s name into English)

Suite 575, 510 Burrard Street
Vancouver, British Columbia V6C 3A8
Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F   ¨               Form 40-F   x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

DOCUMENTS FURNISHED AS PART OF THIS FORM 6-K

See Exhibit Index to this Form 6-K.

SIGNATURES

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.

Date: May 28, 2020

MAVERIX METALS INC.
By:	/s/ C. Warren Beil
	C. Warren Beil
	General Counsel

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Press Release issued by the Company on May 28, 2020
99.2	Term Sheet dated May 28, 2020

EX-99.1

Exhibit 99.1

   

SECONDARY OFFERING AND INTENTION TO EXERCISE WARRANTS BY PAN AMERICAN SILVER

May 28, 2020, Vancouver, British Columbia – Maverix Metals Inc. (NYSE American & TSX: MMX) (the “Company” or “Maverix”) and Pan American Silver Corp. (NASDAQ & TSX: PAAS) (“Pan American”) announce that they have entered into an agreement with a syndicate of underwriters led by Raymond James Ltd. and PI Financial Corp. (the “Underwriters”), pursuant to which Pan American will undertake an overnight marketed public offering of 9,000,000 common shares of Maverix currently held by Pan American (the “Secondary Offering”). In addition, Pan American will grant the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 15% of the number of shares of Maverix sold in the Secondary Offering for up to 30 days after the closing, on the same terms and conditions as the Secondary Offering.

Pan American currently owns, as of the date hereof, 27,583,500 common shares of Maverix, representing approximately 23.0% of the issued and outstanding common shares of Maverix, and 8,250,000 common share purchase warrants (the “Warrants”).

Pan American has notified Maverix of its intention to exercise the Warrants upon closing of the Secondary Offering. Upon exercise, Maverix would receive proceeds of approximately US$15.6 million and upon completion of the Secondary Offering, Pan American would continue to own 26,833,500 common shares of Maverix, representing an approximately 21.0% ownership interest in Maverix, before exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in full Pan American would own 25,483,500 common shares of Maverix, representing an approximately 19.9% ownership interest in Maverix.

Pan American has also agreed, subject to certain limited exceptions, not to sell any common shares or other securities of Maverix for a period of 90 days from the closing of the Secondary Offering.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities being offered, nor may there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or other jurisdiction.

The Secondary Offering will be made by way of a prospectus supplement to the Company’s existing U.S. registration statement on Form F-10 (the “Registration Statement”) and Canadian short form base shelf prospectus (the “Base Shelf Prospectus”), each dated September 13, 2019. The prospectus supplement relating to the Secondary Offering will be filed with the securities commissions in each of the provinces of Canada (other than Québec) and the United States Securities and Exchange Commission. The U.S. prospectus supplement (together with a related Registration Statement) is available on the SEC's website at www.sec.gov and the Canadian prospectus supplement (together with the related Base Shelf Prospectus) is available on the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com. Alternatively, copies of the prospectus supplement relating to the Secondary Offering may be obtained, when available, from: Raymond James Ltd., by email at ecm-syndication@raymondjames.ca, and PI Financial Corp., by email at syndication@pifinancial.com.

About Maverix

Maverix is a gold-focused royalty and streaming company with a globally diversified portfolio of over 100 assets. Maverix’s mission is to increase per share value by continuing to add new precious metals royalties and streams. Its shares trade on both the NYSE American and the Toronto Stock Exchange under the symbol “MMX”.

About Pan American

Pan American owns and operates silver and gold mines located in Mexico, Peru, Canada, Argentina and Bolivia. We also own the Escobal mine in Guatemala that is currently not operating. As the world's second largest primary silver producer with the largest silver reserve base globally, we provide enhanced exposure to silver in addition to a diversified portfolio of gold producing assets. Pan American has a 25-year history of operating in Latin America, earning an industry-leading reputation for corporate social responsibility, operational excellence and prudent financial management. We are headquartered in Vancouver, B.C. and our shares trade on NASDAQ and the Toronto Stock Exchange under the symbol "PAAS".

For further information, please contact:

Maverix Metals Inc.

Daniel O’Flaherty

CEO & Director, or

Ryan McIntyre

President

Phone:     (604) 343-6225

Email:       info@maverixmetals.com

Pan American Silver Corp.

Siren Fisekci

VP, Investor Relations & Corporate Communications

Phone:     (604) 806-3191

Email:       ir@panamericansilver.com

Cautionary note regarding forward-looking statements

This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include, but are not limited to, statements with respect to the Secondary Offering; and Pan American Silver Corp.’s notification of its intention to exercise the Warrants. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which Maverix will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; the potential impact of epidemics, pandemics or other public health crises, including the current outbreak of the novel coronavirus known as COVID-19, on Maverix’s business, operations and financial condition and the mining operations from which Maverix will purchase gold and other metals or from which it will receive royalty payments, accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects Maverix; stock market volatility; regulatory restrictions; liability, competition, loss of key employees, as well as those risk factors discussed in the section entitled “Risk Factors” in Maverix’s annual information form and Form 40-F, each dated March 23, 2020 available at www.sedar.com and www.sec.gov, respectively. Maverix has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Maverix undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.

2

EX-99.2

Exhibit 99.2

MAY 28, 2020

MAVERIX METALS INC.

MARKETED SECONDARY OFFERING OF COMMON SHARES

TERM SHEET

A FINAL BASE SHELF PROSPECTUS CONTAINING IMPORTANT INFORMATION RELATING TO THE SECURITIES DESCRIBED IN THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES REGULATORY AUTHORITIES IN EACH OF THE PROVINCES OF CANADA OTHER THAN QUEBEC. A COPY OF THE FINAL BASE SHELF PROSPECTUS, ANY AMENDMENT TO THE FINAL BASE SHELF PROSPECTUS AND ANY APPLICABLE SHELF PROSPECTUS SUPPLEMENT THAT HAS BEEN FILED, IS REQUIRED TO BE DELIVERED WITH THIS DOCUMENT. THIS DOCUMENT DOES NOT PROVIDE FULL DISCLOSURE OF ALL MATERIAL FACTS RELATING TO THE SECURITIES OFFERED. INVESTORS SHOULD READ THE FINAL BASE SHELF PROSPECTUS, ANY AMENDMENT AND ANY APPLICABLE SHELF PROSPECTUS SUPPLEMENT FOR DISCLOSURE OF THOSE FACTS, ESPECIALLY RISK FACTORS RELATING TO THE SECURITIES OFFERED, BEFORE MAKING AN INVESTMENT DECISION

THE COMPANY HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS AND PROSPECTUS SUPPLEMENT) WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE READERS INVEST, THEY SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT, THE PROSPECTUS SUPPLEMENT AND ANY OTHER DOCUMENTS THE COMPANY HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE COMPANY AND THE OFFERING. THE COMPANY HAS ALSO FILED A FINAL BASE SHELF PROSPECTUS AND A PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING WITH EACH OF THE PROVINCIAL SECURITIES REGULATORY AUTHORITIES IN CANADA (OTHER THAN QUEBEC). POTENTIAL INVESTORS MAY GET ANY OF THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEBSITE AT WWW.SEC.GOV OR VIA SEDAR AT WWW.SEDAR.COM. ALTERNATIVELY, THE COMPANY, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND POTENTIAL INVESTORS THE DOCUMENTS WITHOUT CHARGE IF REQUESTED. IN CANADA YOU MAY REQUEST A COPY OF THE FINAL BASE PROSPECTUS AND PROSPECTUS SUPPLEMENT FROM RAYMOND JAMES BY EMAIL AT ECM-SYNDICATION@RAYMONDJAMES.CA OR PI FINANCIAL BY EMAIL AT SYNDICATION@PIFINANCIAL.COM, AND IN THE UNITED STATES FROM RAYMOND JAMES BY EMAIL AT ECM-SYNDICATION@RAYMONDJAMES.CA OR PI FINANCIAL (US) BY EMAIL AT SYNDICATION@PIFINANCIAL.COM.

THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.

Issuer:	Maverix Metals Inc. (the “Company”).
Selling Shareholder:	Pan American Silver Corp. (the “Selling Shareholder”).
Offering:	9,000,000 common shares (the “Shares”) offered on a secondary basis (the “Offering”) , before giving effect to any exercise of the Over-Allotment Option (as defined below).
Offering Size:	US$39,600,000, before giving effect to any exercise of the Over-Allotment Option (as defined below).
Offering Price:	US$4.40 per Share.
Over-Allotment Option:	The Selling Shareholder will grant the Underwriters an option, exercisable at the Offering Price at any time until 30 days following the closing of the Offering, to purchase up to an additional 15% of the Shares sold in the Offering (1,350,000 Shares) to cover over-allotments.
Shares Held by the Selling Shareholder Following Closing:	Following completion of the Offering and before giving effect to any exercise of the Over-Allotment Option, the Selling Shareholder is expected to hold 26,833,500 Shares of the Company, representing approximately 21% of the issued and outstanding Shares (assuming exercise in full of the 8,250,000 warrants held by the Selling Shareholder (the “Selling Shareholder Warrants”)) or 25,483,500 Shares representing approximately 19.9% if the Over-Allotment Option is exercised in full. The Selling Shareholder has informed the Company of its intention to exercise the Selling Shareholder Warrants upon closing of the Offering.
Shares Outstanding:	There are currently 119,759,804 Shares of the Company outstanding and upon completion of the Offering (assuming the exercise of the Selling Shareholder Warrants), there are expected to be 128,009,804 Shares of the Company outstanding.
Use of Proceeds:	The Company will not receive any proceeds from the Offering. The net proceeds of the Offering will be payable to the Selling Shareholder.
Standstill:	The Selling Shareholder has agreed that it will not, directly or indirectly, without the prior written consent of Raymond James on behalf of the Underwriters, offer, sell or issue for sale or resale, as the case may be, or publicly announce the issue or sale or intended issue or sale of, any common shares, or financial instruments or securities convertible or exchangeable into common shares, for a period commencing on the date hereof and ending 90 days after the Closing Date, subject to certain limited exceptions.

Offering Procedure:	Marketed underwritten offering by way of prospectus supplement in all provinces of Canada (other than Quebec). Offered in the United States pursuant to a registration statement under the Multi-Jurisdictional Disclosure System, and internationally as permitted.
Eligibility:	The Shares will be eligible for RDSPs, RRSPs, RRIFs, RESPs, TFSAs and DPSPs.
Listing:	The outstanding common shares of the Company are listed on the TSX and the NYSE American under the symbol “MMX”.
Underwriters:	A syndicate co-led by Raymond James Ltd. (as sole bookrunner) and PI Financial Inc.
Underwriters’ Fee:	4%.
Closing Date:	On or about June 5, 2020 (T+5).