ORION MINE FINANCE ANNOUNCES FINANCING TRANSACTIONS WITH I-80 GOLD CORP.
TORONTO, May 31, 2024 /CNW/ - Orion Mine Finance announced that Orion Mine Finance Fund III LP, a limited partnership managed by Orion Mine Finance Management III LLC (collectively, "Orion"), acquired ownership of 4,117,576 units (each a "Unit") of i-80 Gold Corp. ("i-80"), comprised of 4,117,576 common shares in the capital of i-80 (each a "Common Share") and 2,058,788 Common Share purchase warrants (each whole Common Share purchase warrant, a "Warrant") of i-80. The Common Shares and Warrants were acquired pursuant to a bought deal public offering of Units (the "Offering") that closed on May 1, 2024. Please see i-80's press releases dated April 8, 2024 and May 1, 2024 for further information in respect of the Offering, copies of which can be found under the SEDAR+ profile of i-80 at www.sedarplus.com.
After giving effect to the Offering, the securityholding percentage of Orion and its affiliates (collectively, the "Orion Group") increased 2.78% since the date of its most recent early warning report in respect of i-80 (based on there being 384,896,725 Common Shares issued and outstanding immediately after the Offering and assuming conversion in full of the Loan Amount (as defined below) and exercise in full of the Warrants owned by the Orion Group).
Immediately prior to the Offering, the Orion Group owned 21,800,000 Common Shares and 9,750,000 Warrants. Additionally, immediately prior to the Offering, US$60,565,251 (the "Loan Amount") was outstanding under the convertible credit agreement, dated December 13, 2021 (the "Convertible Loan") between, among others, OMF Fund III (F) Ltd. and i-80. The Loan Amount is comprised of the US$50 million initial principal amount and interest that has accrued since December 13, 2021, which results in additional Common Shares being issuable upon conversion of the Loan Amount. The principal amount of the Convertible Loan or any portion thereof is convertible into Common Shares at the option of the lenders at a conversion price of C$3.275 per Common Share (the "Conversion Price") at any time prior to the earlier of (a) the business day preceding maturity date of the Convertible Loan and (b) the date of repayment in full of the principal amount of the Convertible Loan and all accrued and unpaid interest thereon (the "Conversion Right Expiry Date"). Accrued and unpaid interest on the principal amount of the Convertible Loan is also convertible, in whole or in part, into Common Shares at the option of the lenders at anytime prior to the Conversion Right Expiry Date at a conversion price equal to the volume weighted average trading price of the Common Shares for the five trading days immediately preceding the conversion of such amounts owing, subject to the approval of the Toronto Stock Exchange. In certain circumstances, i-80 also has the right to require the lenders to convert all or any portion of the principal amount into Common Shares at the Conversion Price. Assuming an exchange rate of C$1.27 to US$1.00, the exchange rate prescribed under the Convertible Loan, the Loan Amount was convertible into 27,386,604 Common Shares immediately prior to the Offering which, together with the Common Shares and Warrants held by the Orion Group immediately prior to the Offering, represents approximately 16.7% of i-80's issued and outstanding Common Shares on a partially diluted basis (based on there being 315,198,675 Common Shares issued and outstanding and assuming conversion in full of the Loan Amount and exercise in full of the Warrants owned by the Orion Group).
Immediately following the Offering, the Orion Group owned 25,917,576 Common Shares and 11,808,788 Warrants and, subject to the assumptions set out above, the Loan Amount would be convertible into 27,386,604 Common Shares, representing approximately 15.4% of i-80's issued and outstanding Common Shares on a partially diluted basis (based on there being 384,896,725 Common Shares issued and outstanding and assuming conversion in full of the Loan Amount and exercise in full of the Warrants owned by the Orion Group).
Orion has acquired the securities referred to herein for investment purposes. The Orion Group has no current plan or intentions which relate to, or would result in, acquiring additional securities of i-80, disposing of securities of i-80, or any of the other actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, the Orion Group's view of i-80's prospects and other factors the Orion Group considers relevant, the Orion Group may acquire additional securities of i-80 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 i-80.
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 i-80 at www.sedarplus.com . To obtain a copy of the early warning report, you may also contact Dov Lader, General Counsel of Orion Resource Partners (USA) LP at 212-596-3467. Orion Mine Finance Management III LLC 's address is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808. Orion Mine Finance Management II Limited's address is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11 Bermuda. i-80's head office is located at 666 Burrard Street, Suite 2500, Park Place, Vancouver, BC, V6C 2X8.
Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to conversion of amounts owing under the Convertible Loan into Common Shares, the exercise of Warrants and the Orion Group's future intentions regarding the securities of i-80. 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 the Orion Group 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
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