TORONTO, March 25, 2020 /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 with Revival Gold Inc. ("Revival Gold") pursuant to which Orion agreed to purchase 625,000 common shares of Revival Gold ("Common Shares") for aggregate gross proceeds of C$250,000 or C$0.40 per Common Share (the "Transaction"). The Transaction is being made in connection with a non-brokered private placement of Revival Gold of 2,500,000 Common Shares (the "Private Placement"). Further information in respect of the Private Placement is contained in Revival Gold's press release dated March 24, 2020, a copy of which can be found under the SEDAR profile of Revival Gold at www.sedar.com.
The closing of the Transaction is expected to occur on or about March 26, 2020 (the "Closing"). Immediately prior to the Closing, Orion owned 4,867,000 Common Shares and 350,000 Common Share purchase warrants ("Warrants"), representing approximately 9.79% of the issued and outstanding Common Shares calculated on a partially-diluted basis (assuming exercise in full of its Warrants and based on there being 52,917,189 Common Shares issued and outstanding). Immediately following the Closing, if Orion fully exercises its Warrants, it would own an aggregate of 5,842,000 Common Shares, representing approximately 10.48% of the issued and outstanding Common Shares calculated on a partially-diluted basis, which is an increase of 0.69% in its securityholding percentage in the Common Shares (based on there being 55,417,189 Common Shares issued and outstanding). Since the date of Orion's last early warning report filed in respect of the Common Shares, certain Warrants held by Orion expired and Revival Gold issued additional Common Shares, which did not include the issuance of Common Shares to Orion. As a result of the foregoing, Orion's securityholding percentage decreased to below 10% of the issued and outstanding Common Shares.
Orion will acquire the Common Shares for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Revival Gold, disposing of securities of Revival Gold, 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 Revival Gold's prospects and other factors Orion considers relevant, Orion may acquire additional securities of Revival Gold 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 Revival Gold.
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 Revival Gold at www.sedar.com. To obtain a copy of the early warning report, you may also contact Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP at 212-596-3497. Orion's address is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11, Bermuda. Revival Gold's head office is located at 145 King St. West, Suite 2870, Toronto, Ontario, M5H 1J8.
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, the Transaction and Orion's future intentions regarding the securities of Revival Gold. 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: Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP at 212-596-3497