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.
Forward-Looking
Information
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