TORONTO, June 26, 2019 /CNW/ - Orion Mine Finance announced that on June 25, 2019, Betelgeuse LLC, a limited liability company managed by Orion Mine Finance Management I Limited (collectively, "Orion"), entered into a transaction agreement (the "Transaction Agreement") with Osisko Gold Royalties Ltd. ("Osisko") pursuant to which Osisko agreed to repurchase 12,385,717 Osisko common shares held by Orion. Osisko also undertook a secondary offering (the "Offering") of 7,850,000 Common Shares of Osisko, with an overallotment option in favour of the underwriters for the sale of an additional 1,177,500 Common Shares ("Over-Allotment Option").
Immediately prior to entering into the Transaction Agreement and Offering, Orion held 30,242,775 Common Shares representing a securityholding percentage of approximately 19.48% (based on 155,282,631 Common Shares outstanding). Pursuant to the Transaction Agreement and Offering, Orion has disposed of 20,235,717 Common Shares, representing a decrease in securityholding of approximately 12.48%, to 7.00%. If the Over-Allotment Option is fully exercised, Orion will have disposed of 21,413,217 Common Shares in the aggregate and its securityholding percentage will decrease by 13.30%, to 6.18%, (assuming 155,282,631 Common Shares outstanding).
Osisko agreed to repurchase the Common Shares under the Transaction Agreement for C$14.10 per common share, or approximately C$174,638,610 in the aggregate. The consideration for the repurchased Osisko common shares consisted of cash and securities of certain publicly held companies. The Offering was made at C$14.10 per common share, for an aggregate consideration of $106,257,600 (after deducting the underwriters commission of $0.5640 per offered Common Share). The Over-Allotment option is for the same per-share consideration as the Offering.
The repurchased Common Shares and the offered Common Shares were disposed of as part of an investment portfolio adjustment. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Osisko, disposing of securities of Osisko, or any of the other actions enumerated above. Depending on market conditions, Orion's view of Osisko's prospects and other factors Orion considers relevant, Orion or its affiliates may acquire additional securities of Osisko 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 Osisko.
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 Osisko Gold Royalties Ltd. at www.sedar.com.
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 Osisko Gold Royalties Ltd. 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: To obtain a copy of the early warning report, you may also contact Limor Nissan, COO and General Counsel of Orion Resource Partners (USA) LP at 212 596 3469. Orion's address is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11, Bermuda.