TORONTO, April 1, 2015 /CNW/ - Orion Mine Finance announced today that Orion Fund JV Limited ("Orion Fund JV"), a company managed by Orion, has acquired 26,923,077 units (the "Units") of Aquila Resources Inc. ("Aquila") with each Unit consisting of (a) one common share representing 26,923,077 common shares of Aquila (the "Common Shares") and (b) one-half of one Common Share purchase warrant representing 13,461,539 warrants of Aquila (the "Warrants") at an exercise price of US$0.19 per common share for a period of 36 months, at a price of US$0.13 per Unit and for an aggregate amount of US$3,500,000 (the "Subscription Proceeds"). The subscription was made pursuant to the terms of a subscription agreement (the "Subscription Agreement") dated march 31, 2015 between Orion Fund JV and Aquila.
Concurrently with the Subscription Agreement, Orion TitheCo Limited ("Orion TitheCo"), a company managed by Orion and affiliated with Orion Fund JV, Aquila and Back Forty Joint Venture LLC, an indirect, wholly-owned subsidiary of Aquila, entered into a silver purchase agreement (the "Streaming Agreement") pursuant to which Orion TitheCo has agreed to purchase up to 75% of the total payable silver ounces produced from the Back Forty Project. In exchange for the right to purchase silver, Orion will pay Aquila US$17,250,000 million (the "Deposit") payable in five installments. Orion has advanced US$6,500,000 million of the Deposit, representing the first installment. The remaining US$10,750,000 million is payable in four installments over the next 18 months and is subject to the completion of certain milestones and the satisfaction of certain other conditions.
After giving effect to the Subscription Agreement, Orion owns, or exercises control or direction over 26,923,077 Common Shares and 13,461,539 representing approximately 12.2% of the outstanding Common Shares of Aquila before the exercise of any Warrants and 17.3% of the outstanding Common Shares of Aquila after giving effect to the exercise of the Warrants.
Orion is acquiring the Common Shares for investment purposes. Other than as otherwise stated herein, Orion has no current plan or proposal which relates to, or would result in, acquiring additional ownership or control over the securities of Aquila. Depending on market conditions, Orion's view of Aquila's prospects and other factors considered relevant by Orion, Orion may acquire additional securities of Aquila from time to time in the future, in the open market or pursuant to privately negotiated transactions, or may sell all or a portion of its securities of Aquila.
Orion's address is Canon's Court, 22 Victoria Street, Hamilton, Bermuda HM12.
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to Orion's future intentions regarding the securities of Aquila. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Orion is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE Orion Mine Finance (Master) Fund I LP
For further information: please refer to the Early Warning Report posted on SEDAR or contact Limor Nissan at (212) 596-3469.