TORONTO, April 24, 2018 /CNW/ - Orion Mine Finance announced that Orion Fund JV Limited ("Orion") received 8,276,340 newly issued common shares today (the "Acquired Shares") of Red Eagle Mining Corporation ("Red Eagle") in connection with a corporate reorganization by Red Eagle whereby it acquired all of the issued and outstanding common shares of its subsidiary Red Eagle Exploration Limited ("XR") not already owned by it, by way of a three-cornered amalgamation (the "Amalgamation"). Under the terms of the Amalgamation, XR shareholders received one common share of Red Eagle for every two XR common shares held. Orion received the Acquired Shares as a result of its shareholding in XR prior to the Amalgamation. XR will be delisted from the TSX Venture Exchange effective April 26, 2018. Orion did not pay any cash consideration for the Acquired Shares, which are valued at C$2,110,466.70 (or C$0.255 per share) based on the closing price of Red Eagle's common shares on the Toronto Stock Exchange on April 24, 2018.
Prior to the receipt of the Acquired Shares, Orion owned 37,054,545 common shares of Red Eagle and warrants to purchase 17,054,545 common shares of Red Eagle, representing a securityholding percentage of approximately 13.3%, on a partially-diluted basis. Following the receipt of the Acquired Shares, Orion owns 45,330,885 common shares of Red Eagle and continues to own warrants to purchase 17,054,545 common shares of Red Eagle, representing a securityholding percentage of approximately 13.7%, on a partially-diluted basis.
Orion has no current plan or future intentions which relate to, or would result in, acquiring additional securities of Red Eagle, disposing of securities of Red Eagle, 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 Red Eagle's prospects and other factors considered relevant by Orion, Orion may acquire additional securities of Red Eagle 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 Red Eagle.
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 Red Eagle 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 Canon's Court, 22 Victoria Street, Hamilton, Bermuda HM12.
The head office of Red Eagle is located at 2348, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.
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 Red Eagle. 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
For further information: Dov Lader, Deputy General Counsel of Orion Resource Partners (USA) LP at 212-596-3467. Orion's address is Canon's Court, 22 Victoria Street, Hamilton, Bermuda HM12.