TORONTO, Sept. 16, 2020 /CNW/ - Orion Mine Finance today confirmed certain details of its shareholdings in Victoria Gold Corp. (TSX-VGCX) ("Victoria"), following the previously announced entry by Orion Co-VI Ltd., a corporation controlled by Orion Mine Finance Management II Limited (collectively, "Orion"), into an agreement with Victoria and a syndicate of underwriters led by BMO Capital Markets and CIBC Capital Markets (collectively, the "Underwriters"), under which the Underwriters have agreed to buy, on bought deal basis from Orion, 2,942,000 common shares of Victoria (the "Common Shares") at a price of C$17.00 per Common Share, for gross proceeds to Orion of approximately C$50 million (the "Offering"). Orion has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following and including the closing of the Offering, to purchase from Orion, Common Shares representing up to an additional 15% of the Offering to cover over-allotments, if any. The Offering is expected to close on or about September 30, 2020 and is subject to Victoria and Orion receiving all necessary regulatory approvals.
Immediately prior to the entry into the agreement, Orion held 25,903,624 Common Shares and 1,666,667 common share purchase warrants (the "Warrants") of Victoria. The Warrants are subject to a blocker feature, which prohibits the acquisition of additional Common Shares upon the exercise of Warrants where such issuance would result in Orion holding more than 19.99% of the outstanding Common Shares on an undiluted basis. Exercise of Warrants in excess of the 19.99% threshold will be cash-settled by the Issuer. Prior to the entry into the agreement, on a partially diluted basis and giving effect to the blocker feature of the Warrants, Orion had a securityholding percentage of 41.9% (based on 61,840,596 common shares outstanding). Immediately following the closing of the Offering (assuming no exercise of the over-allotment), Orion will hold 22,961,624 Common Shares. On a partially diluted basis and giving effect to the blocker feature on the Warrants, Orion will have a securityholding percentage of approximately 37.2%, a decrease in its securityholding percentage of approximately 4.7%.
Orion disposed of the Common Shares for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Victoria, disposing of securities of Victoria, or any of the other actions enumerated above. Depending on market conditions, Orion's view of Victoria's prospects and other factors considered relevant by Orion, and subject to a shareholder rights agreement, Orion may acquire additional securities of Victoria 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 Victoria.
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 Victoria 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.
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 Victoria. 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
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