TORONTO, Jan. 25, 2019 /CNW/ - Orion Mine Finance announced today that Orion Mine Finance Fund II LP, a limited partnership managed by Orion Mine Finance Management II Limited (collectively, "Orion"), entered into a subscription agreement (the "Subscription Agreement") with Premier Gold Mines Limited ("Premier") pursuant to which Orion agreed to purchase 7,000,000 newly issued common shares of Premier ("Common Shares") for aggregate gross proceeds of C$11,056,500 or approximately C$1.58 per Common Share (the "Private Placement"). The Private Placement is being made in connection with other financing arrangements between Orion and Premier. The Orion financing package will consist of (i) the Private Placement, (ii) an amendment and restatement of the silver stream agreement originally entered into on September 30, 2016 between, among others, Premier and an affiliate of Orion, (iii) an amendment and restatement to Premier's existing offtake agreement with an affiliate of Orion, and (iv) an amendment and restatement of the gold prepay credit agreement originally entered into on September 30, 2016 between, among others, Premier and an affiliate of Orion (the "Gold Prepay Credit Agreement"). Pursuant to the terms of the Gold Prepay Credit Agreement, Orion will also receive warrants (the "Warrants") to purchase 2,000,000 Common Shares at a purchase price of C$2.05 per Common Share that will be exercisable for a period of three years from the date that the Warrants are issued. In addition, subject to certain exceptions, Premier, at its election, may satisfy four interest payments in accordance with the terms of the Gold Prepay Credit Agreement through the issuance of Common Shares to Orion (the "Additional Common Shares"), which shall be issued at the then 10-day volume weighted average closing price of the Common Shares. Further information in respect of the financing package is contained in Premier's press release dated January 25, 2019, a copy of which can be found under the SEDAR profile of Premier at www.sedar.com.
Immediately prior to entering into the Subscription Agreement, Orion owned 17,351,776 Common Shares, representing approximately 8.54% of Premier's issued and outstanding Common Shares. Immediately following the closing of the Private Placement and without giving effect to the Additional Common Shares, Orion will own 24,351,776 Common Shares and Warrants to purchase 2,000,000 Common Shares, representing approximately 12.40% of Premier's issued and outstanding Common Shares on a partially diluted basis.
Orion will acquire the Common Shares and Warrants for investment purposes. Except for the potential receipt of Additional Common Shares in accordance with the terms of the Gold Prepay Credit Agreement, at the election of Premier, Orion has no current plan or future intentions which relate to, or would result in, acquiring additional securities of Premier, disposing of securities of Premier, or any of the other actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, Orion's view of Premier's prospects and other factors considered relevant by Orion, Orion may acquire additional securities of Premier 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 Premier.
This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of Premier at www.sedar.com. To obtain a copy of the early warning report, you may also contact Dov Lader, Deputy General Counsel of Orion Resource Partners (USA) LP at 212-596-3467. Orion's address is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11, Bermuda.
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to the completion of the Private Placement and Orion's future intentions regarding the securities of Premier. 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 Management II Limited
For further information: To obtain a copy of the early warning report, you may also contact Dov Lader, Deputy General Counsel of Orion Resource Partners (USA) LP at 212-596-3467.