DENVER, April 9, 2018 /CNW/ - Resource Capital Fund VII L.P. (the "Company" or "RCF VII"), announced today that the Company acquired, through a non-brokered private placement (the "Offering"), 42,056,250 common shares ("Common Shares") in the capital of Orezone Gold Corporation (the "Issuer" or "Orezone") (the "Purchased Shares"). The Purchased Shares represent approximately 19.99% of the Issuer's issued and outstanding Common Shares. The Purchased Shares were acquired at a price per share of C$0.80 for total consideration to the Issuer of C$33,645,000.
In connection with the Offering, the Company entered into a subscription agreement with the Issuer on March 23, 2018. The Company did not own any Common Shares prior to the closing of the Offering. As a result of the closing of the Offering on April 9, 2018, RCF VII has beneficial ownership over a total of 42,056,250 Common Shares, representing approximately 19.99% of the Issuer's issued and outstanding Common Shares and is considered an insider of the Issuer, as such term is defined in applicable Canadian securities laws.
In connection with the Offering, the Company also entered into an investor rights agreement with the Issuer on March 23, 2018 (the "Investor Rights Agreement"). The Investor Rights Agreement grants RCF VII various rights, including, among other things: (a) participation rights in favour of RCF VII to maintain its pro-rata shareholding interest in the Issuer for as long as it remains at least a 10% shareholder; (b) the right to nominate up to two members to the board of directors of the Issuer (the "Director Nomination Right"); (c) participation rights to subscribe for up to one-third of any future debt or non-equity financings by the Issuer to assist with the development, construction or operation of the Issuer's Bomboré Gold Project located in Burkina Faso, West Africa ("Bomboré"); and (d) participation on project oversight committees to assist with the development of Bomboré.
The Purchased Shares were acquired by the Company for investment purposes, and the Company will evaluate its investment in the Issuer and may increase or decrease its investment by future acquisitions or dispositions of securities of the Issuer at its discretion, as circumstances warrant. As of the date hereof, the Company has no immediate future intention to acquire additional securities of the Issuer, or dispose of securities of the Issuer.
The Company intends to exercise the Director Nomination Right pursuant to the Investor Rights Agreement by (i) nominating one individual for appointment to the board of directors of the Issuer to fill the existing vacancy, and (ii) nominating one individual to be included in the Issuer's proposed slate of directors nominated for election at the next annual meeting of shareholders of the Issuer.
An early warning report respecting the Offering will be filed by the Company with the applicable securities regulators and will be available for viewing under the Issuer's SEDAR at www.sedar.com. A copy of the report may be obtained by contacting Molly Campbell at the contact information provided below. The Common Shares are traded on the TSX Venture Exchange under the symbol ORE.
About RCF VII
RCF VII is a private investment fund existing under the laws of the Cayman Islands.
Orezone is a Canadian company with a successful gold discovery track record and recent mine development experience in Burkina Faso, West Africa. Orezone owns a 90% interest in Bomboré, a fully permitted, undeveloped oxide gold deposit in West Africa, which is situated 85 km east of the capital city, adjacent to an international highway.
SOURCE Resource Capital Fund VII LP
For further information: For further information and to obtain a copy of the early warning report, please contact: Resource Capital Fund VII L.P., 1400 Sixteenth Street, Suite 200, Denver, CO, 80202, Telephone: (720) 946-1444, Attn: Molly Campbell; For further information, please contact: Orezone Gold Corporation, 290 Picton Avenue, Suite 201, Ottawa, Ontario K1Z 8P8, Canada, +1 613-241-3699