The common shares will be acquired by Orion at a price of C$1.50 per common share for aggregate gross proceeds of C$13,279,500
Orion Mine Finance announced today that Orion Mine Finance Fund II LP, a limited partnership managed by Orion Mine Finance Management II Limited (collectively with its affiliates, “Orion”), has committed to acquire 8,853,000 common shares (“Common Shares”) of Premier Gold Mines Limited (“Premier”) under Premier’s marketed public offering of 25,335,000 Common Shares (the “Offering”). The Common Shares will be acquired by Orion at a price of C$1.50 per Common Share for aggregate gross proceeds of C$13,279,500.
On February 11, 2020, Premier entered into a non-binding letter of intent with Orion in respect of a financing package that includes (i) an amended and restated gold prepay credit agreement (the “Second Amended and Restated Gold Prepay Agreement”), amending and restating the existing amended and restated gold prepay credit agreement dated January 31, 2019, and (ii) an amended and restated offtake agreement (the “Second Amended and Restated Offtake Agreement”), amending and restating the amended and restated offtake agreement dated January 31, 2019 (the entering into of the Second Amended and Restated Gold Prepay Agreement and the Second Amended and Restated Offtake Agreement, collectively the “Orion Transaction”). In addition, in connection with the financing, Premier will grant Orion the right to nominate one member to Premier’s board of directors so long as Orion owns 10% or more of the outstanding Common Shares.
The Offering is scheduled to close on or about February 28, 2020 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities. The closing of the Offering is also conditional upon the contemporaneous closing of the Orion Transaction. Further information in respect of the Offering and the Orion Transaction is contained in Premier’s press releases dated February 11, 2020 and February 12, 2020, copies of which can be found under the SEDAR profile of Premier at www.sedar.com.
Immediately prior to committing to purchase Common Shares under the Offering, Orion owned 24,351,776 Common Shares and 2,000,000 Common Share purchase warrants (“Warrants”), representing approximately 12.32% of Premier’s issued and outstanding Common Shares on a partially-diluted basis (based on there being 211,960,482 Common Shares issued and outstanding and assuming exercise in full of its Warrants). Immediately following the closing of the Offering, Orion will own 33,204,776 Common Shares and continue to hold 2,000,000 Warrants, representing approximately 14.71% of Premier’s issued and outstanding Common Shares on a partially diluted basis, which is an increase of 2.39% in its security holding percentage in the Common Shares (based on there being 237,295,482 Common Shares issued and outstanding and assuming exercise in full of its Warrants and that the underwriters in the Offering do not exercise the over-allotment option granted to them by Premier).
Orion will acquire the Common Shares for investment purposes. Orion has no current plan or intentions which relate to, or would result in, acquiring additional securities of Premier, disposing of securities of Premier, 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 Premier’s prospects and other factors Orion considers relevant, Orion may acquire additional securities of Premier 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 Premier.
Source: Company Press Release